The Jewel of Omens
by chibimaker
Summary: Leanne wasn't completely sure how, or why, but she got transported to Thundera by the power of her grandmother's freaky red necklace. And what's this about her family being magical? What is going on? And how is her staying there supposed to help? Follow along with her as she adventures with the ThunderCats on Third Earth! OC/Lion-O
1. Thundera

1

In America, down south in Nashville, Tennessee is a very popular city. Its streets bustled with people who had business with others, either about contracts for new buildings, or new businesses, or new stars that were ready to make their names known in the world. The city was a glorious sight to many people, but the city is not where this story begins. This story begins in the suburbs of Nashville, where a young girl with short, dark hair lay in her messy bed, covered in sheets, and drooling slightly on her pillow.

She groaned as the sunlight hit her face, and turned over in her bed to keep it from hitting her closed eyes. Although, it didn't make much difference in how well she slept, for her mother soon came knocking on the door.

"Leanne?" Her mother called from the other side of the door, "Leanne, you better be awake in there!" The girl in the sheets curled up unhappily, putting her pillow over her head to block out the noise of her mother banging on her bedroom door.

"Go _away_…!" She groaned out. Her words fell on uncaring ears as her mother, a tall woman with the same dark hair opened the door, and scowled at the sight of her daughter in bed.

"Come on, Lee, get up!" She said.

"Mom, it's summer vacation!" Leanne groaned, "Let me _sleep_!"

"Not in my house!" Her mother said, she grabbed the sheets and pulled them off of her daughter, who curled up even more at the loss of her source of warmth, "It may be summer, but it's Saturday, which means chores, young lady! Now get your booty out of bed, you have work to do."

"Mom, come _on_!" Leanne whined, looking up at her mother with her unhappy grey eyes.

"Uh-uh." Her mother said, "Up and at 'em, kiddo. I'll be waiting for you downstairs with breakfast." Leanne sighed and collapsed against her mattress as her mother walked out of the room.

"_You suck_!" She called at her mother from her room.

"Get out of bed!" Her mother called back. Leanne sighed, knowing if she didn't get up now, her mother would probably get the hose and spray it on her (Because she's done it before, and she wouldn't be surprised if she did it again). Leanne pushed herself out of her bed and shuffled over to her closet with an unhappy scowl. She was _not_ a morning person.

Leanne was about seventeen years old, with black hair that went down to her shoulders, the ends curling up ever so slightly, but that was only because of her bed-head. She had silvery eyes that she had always found unusual and didn't really like. Her skin was slightly pale from the fact that she didn't really get out much, mostly because she didn't get many chances to, but that didn't really matter to her. She stood at about 5'5" with skinny limbs, and a flat stomach. She scowled as she put on her new shirt, seeing that her B-cup chest, had seemingly grown overnight into a C-cup chest, because her shirt was suddenly much tighter. She let out an unhappy growl as she took it off and put on a dark blue tank top instead. She stepped into her work jeans (Which she had cut to look like capris) and pulled a comb through her hair before using a hair tie to make it into a small ponytail.

She walked out of the room and down the stairs to where mother was in the kitchen. When she saw her, her mother handed her some toast covered in jelly, along with a biscuit and some eggs.

"Eat up." She said, "We're gonna do some heavy lifting today." Leanne groaned again and slammed down in a chair near a table, munching on her toast with a scowl, even though she really did like the grape jelly her mother had spread on the piece of bread.

"What are we doing?" She asked, "And by 'we' I mean me." Her mother gave her a look.

"That's _one_." She said, holding up her index finger. Leanne rolled her eyes. Ever since she was a child, if she had ever made a smart remark to her mother, she would give her a warning. She did the 'three strikes and you're out' rule, meaning if she said three smart ass comments, she'd be punished. When she was little, it was just being sent to time-out, or having her favorite toys taken away. Now, if she got three strikes, she would either be grounded, or have her car privileges taken away. "And _we_ are going to be cleaning up the attic today. It's time we got rid of all that junk up there."

"Mom, isn't half that junk Nana's?" Leanne asked, and her mother nodded. Leanne never liked her Nana, she was far too old-fashioned and always insisted on her eating the most disgusting food she could think of and telling her the strangest stories, which she assumed she only told because of her senility. Leanne finished up the rest of her breakfast and grabbed a glass of milk, downing the liquid in less than a minute. "So, when do we start? When you're ready?"

"No, we start when _you're_ ready." Her mother said, "And since you just finished off your breakfast, I'd say you are." She smirked at her daughter, who frowned.

"It's always me who has to do the heavy lifting." She said, "And you wonder why you have so much flab around your middle." She smirked at her comment and her mother scowled at her.

"That's _two_." Her mother said, holding up two fingers. Leanne frowned and bit, "Make it three, and you lose your cellphone."

"Fine…" She grumbled.

"Now, I suggest you get upstairs and get started." Her mother said, pointing up the stairs. Leanne started walking towards the stairs, and before she left the kitchen, she stuck out her tongue at her mother's back, "I can _see_ you, missy!" Leanne quickly pulled her tongue back in and dashed up the stairs, not wanting to lose her cellphone privileges so quickly. She went up to where the attic door waited and pulled on the string to open it up and bring the ladder down. She climbed up and looked around at all the boxes sitting around the attic, heading over to where a large one sat in the corner of it. She opened it up, and saw that it was filled with a bunch of Nana's old belongings. She reached in, picking up one of her old diaries, and flipped through the pages, she found all kinds of strange doodles inside of weird patterns, and when she tried to read her grandmother's handwriting, she found that her cursive was just a bit too calligraphic for her liking, and could only make out a few words.

_"Thunder… Sword… Omens… Book… Cats."_ Leanne scrunched up her nose at the words, wondering exactly what her Nana had been writing about in those diaries. She checked the date, seeing that her grandmother had written about these things when she was about her age, maybe younger. She shook her head, closing the diary and putting it back in the box. Her eyes caught something shining, and looked to see a beautiful, round, red jewel in the box. Eyes sparkling in curiosity, something that had gotten her into more trouble than she cared to mention over the past seventeen years of her life, she reached for the jewel, seeing that it was attached to a chain as a sort of necklace that vaguely reminded her of Egyptian jewelry. Leanne smiled at the necklace.

"I think I'll just hang onto this one." She said to herself, deciding that this particular piece of junk would stay with her. She took the necklace and put the chain of it around her neck, hooking it together. Once it was on, she smiled down at the lovely jewel. She reached for the diary, planning on putting it back in the box, when her eyes caught something on the page and she opened the diary again. She quirked an eyebrow at the strangely drawn circle on the page. She didn't pay it any mind, and moved to put it back in the box, not seeing that her fingers had brushed against the page. The circle suddenly began to glow brightly and Leanne instantly dropped it, but the circle was still glowing, and soon the necklace began to glow as well. A similar circle from the book began to glow under her feet, and the light began to _burn_. She cried out from the brightness, covering her eyes with her hands to try and ease the sudden sting from the glowing necklace, whose light was glowing brighter and brighter with each second. She got up, trying to find her way around the attic through her temporary blindness, and headed straight for the exit. Her foot went through the hole in the attic floor, and she screamed as she fell through.

She let out a grunt when she landed on the ground, thanking God she wasn't hurt. She sat up, surprised to feel the carpet below her feel more like grass under her skin than actual carpet.

"What in the heck…?" She blinked away the sudden blindness she had suffered from the necklace, and was surprised to see that she was sitting on the ground, in a forest, outside. She instantly stood up, looking around for something familiar, but saw nothing. She didn't see any sign that she was still in her attic, or anywhere near her house for that matter. "Mom?" She didn't hear a response, "Mom_?_!" Still, there was no reply, "_Marissa?_!" She tried her mother's first name, and she still didn't get a response. Now, she was starting to panic, "Mom?" She ran, looking for any sign that she was near her house. "Mom!" She ran through an innumerable amount of trees and bushes, "_Mom_!" Her eyes began to well up in hysterical tears, "_Mom_!" She screamed out her last word and she ran through the trees, and was surprised to see she had come out of the forest, and now looked ahead of her to see a city surrounded by a huge wall. Her heart beat at an incredibly fast pace, realizing there was nothing like this back in her home.

Looking around, seeing that she had no other options at that moment than to go towards the walls and look for some kind of help, Leanne started walking towards the city.

As she got closer and closer, she saw some guards dressed in strange uniforms standing outside the walls of it. She was even more surprised when she saw their face paint. They even had the strangest ears, they were rounded, yet pointy, like a cat's ears. As she came into their line of sight, she saw one of them pointing at her, and shouting something she couldn't make out to the other guards. Soon, she saw them running towards her with spears, and she began to panic. Did these people take her for a threat? She was soon surrounded by the soldiers, and as she got a closer look at them, she realized it wasn't face paint they had on, but fur! She saw they also had fangs in their mouths, and claws on their hands (paws?). They pointed the spears at her and she looked around at them fearfully.

"_Ugh_!" She heard one guard say in disgust, "I thought you Wood Forgers didn't come until spring." Leanne looked at him oddly.

"What?" She asked, not knowing what a Wood Forger was.

"Are you some kind of novice?" One asked, "You must be the strangest one I've ever seen."

"What's that around her neck?" Another asked, pointing to the necklace she wore.

"Um…" She tried to come up with a good response, but found her words leaving her at the sight of the cat people around her.

"It's the long lost Jewel of Thundera!" One soldier gasped, "I recognize it from the portraits!"

"Thief!" A soldier shouted, "Where have you been hiding it?"

"W-What?" Leanne asked in shock, not believing that these creatures were calling her a criminal right off the bat.

"Get it!" A man said, "And take her to the king so she may see proper punishment!"

"Huh?" Leanne exclaimed in shock. She was suddenly grabbed by two clawed hands and being pulled away, "Wait! I haven't done anything! Let me go!" She squirmed against their grasp as hard as she could, not liking the idea of being taken before these peoples king as a criminal. As they pulled her into the streets, she kept trying to get out of their grip. As they went through the city, she saw almost everyone there was cat-like in appearance and nature. She looked down at their feet as they dragged her, and down at her own feet, seeing she was still wearing her sneakers, while these people only wore sandals. On impulse, she lifted her feet and slammed them down on her captor's feet. They cried out in pain and she ran off from them, heading into the city's alleys.

"Don't let it get away!" A soldier shouted, and she soon heard the sound of soldier feet following her. As she ran through the city, she saw people screaming at the sight of her, some screaming in shock and in disgust as she ran by.

_I'm making too much of a scene_, Leanne thought, _I need to make myself more inconspicuous._ As she passed by a stand, she noticed some cloaks for sale and she grabbed one and pulled it with her. She ran down the alleys as fast as her feet would take her, trying to outrun the guards behind her. She noticed one of the buildings had something of a ladder resting on the side of it. And a thought came to her, remembering how she had spent a good remainder of her summer free-running. She climbed up the ladder as quickly as her feet would take her, the soldiers not far behind. The cloak she had stolen billowed out behind her as she ran across the roof of the building. She jumped off the roof and landed on the roof of the building next to it. The soldiers looked at her in awe at her sudden jump, amazed that she didn't hesitate at all. They followed her lead as best they could in order to get to her.

Leanne ran as fast as she could, suddenly very thankful she had decided to join a free running group that did everything in downtown Nashville. It was quite a rush to jump from old building to old building, but with soldiers chasing after you, it made the rush sort of worse. She leapt off another building, planning to grab onto the roof, but she had miscalculated, and just barely touched the roof, and fell. She landed on the tarp that shaded a vendor's stand, and she bounced off it onto the ground. She apologized to the frightened vendor as she ran down the streets, planning to lose the soldiers in the crowd, keeping her face hidden below the cloak's hood. She heard them following her, so she did her best to disappear into the crowd, and when she looked back, she saw some soldiers had gotten caught up in the crowd and weren't able to go much further, but some were still running towards her.

She looked around, and smiled when she saw a small space between two buildings that was just big enough for her to squeeze in. So she went and hid in there, sitting still as the soldiers kept running.

"Where did she go?" A soldier asked, seeming to have lost her trail.

"This way!" Another said, and they kept running right past her hiding place. Leanne smiled as she saw them run.

"I can't believe that worked." She said, standing up and walking through the alley to the other side. She pulled her hood in closer to her body, so as not to draw any attention to herself. She looked around, noticing how rundown and dirty everything seemed. "I must be in the bad part of town…" She sighed to herself, "Great work, Lee." She pulled the cloak closer to her and kept walking.

* * *

><p><em>In the palace…<em>

Lion-O whistled a cheery tune as he walked through the castle hallways, his hands in his pockets. As he passed by the throne room, he glanced in and saw his father talking with someone else, a soldier, about something he couldn't quite hear.

"Well, _go out and find her_!" His father bellowed to the soldier, who quickly bowed and ran off. He watched as his father reached up and massaged the place between his eyebrows with a sigh.

"Father?" Lion-O asked, Claudus looked up at his son as he came towards him, "What's wrong?"

"An intruder was spotted outside the walls," Claudus said, "When they got closer, they saw she was some kind of… Well, they're not sure _what_ it was. All they know is that it closely resembles the Wood Forgers. Now, she's loose somewhere in the kingdom."

"Really?" Lion-O asked, excited at the prospect of some new species.

"But that's not the worst part." Claudus said, "It's carrying the Jewel of Thundera with it."

"_The_ Jewel of Thundera?" Lion-O said in surprise, his blue eyes wide. The Jewel of Thundera was widely known in ancient legends as the Jewel of Omens, because the jewel on the necklace that held it, and the jewel on the Sword of Omens were cut from the same stone. It was said to have all the same powers as the sword, but it acted more as armor than an actual weapon. It brought the ThunderCats great prosperity and happiness, but one day, over five hundred years ago, a strange being, who was unlike any species they had ever seen, came and took the jewel, and then disappeared. No one had seen it since. "How is that possible?"

"I'm not sure." Claudus said, "But they are going to find it, of _that_ much I'm sure."

* * *

><p><em>Back in the slums…<em>

Leanne made sure to keep her hood up as she walked through the streets, looking around for some way out of the city.

_It shouldn't be too hard…_ She thought to herself, _I mean, just head for the big white wall, but I'd still be caught by those guards._ She sighed, _This isn't going to be easy…_

She jumped out of her thoughts when a body was suddenly thrust in front of her and crashed into the stand beside her. She looked over and saw a large cat man had been responsible for it, because he brushed his hands together as if to rid them of some nonexistent dirt.

"Next time I ask for your money, you _pay_ it!" He growled at the dog man he had thrown into the stand. Leanne felt her blood boiling at the sight of the man and his cat posse picking on the dog man, who seemed to be a little older than him. He walked over to the dog man and picked him up by his collar, holding him off of the ground. Leanne clenched her fists tightly, feeling her fingernails making an indention on the skin of her palm. If there was one thing she absolutely hated in any world, it was a bully. Boldly, and without thinking, she walked up to the big cat man and grabbed his arm, her nails going through his fur to his skin.

"Leave him alone!" She said to him. The big cat looked down at her-make that glared at her, and she released his arm, mentally kicking her own butt for making the impulsive decision to jump into a fight that wasn't her problem.

"What did you just say?" The cat man growled, dropping the dog man on the ground. Leanne took a step back from him and his sketchy-looking friends.

"I said," Leanne took a deep breath to try and gather up some courage, "Leave him alone… Just because you're greedy, doesn't mean you can threaten people out of their money." She didn't look up at him so as to keep her face hidden under the hood. She didn't want them crying 'Wood Forger!' and getting some soldier's attention.

"What are you gonna do about it?" He asked, leaning down to try and get in her face, but she turned away. He scowled angrily, "Hey! Look at me when I'm talking to you!" He grabbed her arm painfully, and Leanne flinched. She clenched her fist, putting as much strength as she could into it and punched him across his furry face. He went back, staring at her in shock. He scowled angrily and pointed his finger at her, "Get her!" Leanne looked up and jumped back just before one of his goons could cut her with a sabre-like knife. He was about to go at her again, and she reached out, grabbing his hand and twisting it painfully, making him cry out. Another one, much shorter than her, came running towards her as if to tackle her. She pushed against his shoulders before he could hit, using her legs to help push him back. The struggle only lasted a moment, because when Leanne realized he wasn't the only one trying to get to her, she grabbed him by the straps of his clothing, picked him up, and spun slightly to hit him into the third cat man who came at her, sending them back into some of the crates. She gasped when her hood came off with the sudden throw, and the leader of the group looked at her in shock and disgust.

"It's a Wood Forger!" He gasped, getting a look at her face. He stepped back, "It's gonna kill us with its freaky magic!" She looked back at him, then around at the bystanders, who all looked at her in fear. Looking back at the man, she stepped in front of him, and he took a step back. She smirked demonically at him.

"Boo." She said. The cat man yelled out in fear and ran away, as did his posse, and some of the people who had been watching the fight. Some ran screaming, others just ran, calling for the guards. Leanne cursed and pulled her hood back on. "Figures…" She felt someone put their hand on her arm, and she whirled around, planning to hit them, but was surprised to see the dog man who was being threatened by the cats from before. He wasn't looking at her in either disgust or horror, it was closer to gratefulness.

"Thank you." He said to her.

"Uh, no problem." Leanne said, pulling her arm away, "You're okay, right?" The dog man nodded, and Leanne jumped when she heard the sound of marching footsteps.

"She's over there!" A voice shouted.

"You heard him, men!" One soldier shouted, "This way!"

"Crap…" Leanne hissed, she turned and ran down the street, skidding to a halt when some soldiers came on the other side. "Crap!" She turned to head in the opposite direction, but there were even more soldiers coming that way. She cursed again, and looked around for a way out. She saw an alleyway with a pile of boxes that she could have used as stairs, so she ran towards it. The soldiers followed her as she started to jump up onto the boxes. When she reached the fourth box, it collapsed, and her foot went through it. She yelped in surprise and fell off of the box pile and onto her back. She groaned in pain.

"Ow…" She felt her arms being grabbed, and she felt herself being picked up by the guards and dragged away. She didn't fight back, because she was in too much pain to do so.


	2. The Jewel of Omens

2

Leanne looked up as the soldiers took her to an extravagant palace, the front of this palace looked like one large panther lying on its stomach, its arms were the walls that surrounded the path to the front doors of the palace. They pulled her through and she looked around at the throne room. As she looked at one of the walls, she saw a picture of a cat woman wearing the same necklace she was, but most of her was covered in a golden armor of some kind, and she was fighting off a lizard. Before she could get a better look at the portrait, she was dragged before the throne- actually four thrones. The head throne was being used by a large, heavily muscled cat man with a bushy red mane, a scar across his nose, all dressed in—what looked like—heavy royal armor, and had a crown on his head. Beside him were two smaller thrones. In one sat a young cat man, who reminded Leanne of a tiger because of the stripes on his fur. His hair flipped out at the sides into two tips, he wore a confident smile on his face, but it quickly turned to a look of disgust as he looked at her. The other smaller throne was being used by a cat man who seemed slightly younger, with the same red mane as the large one, but it didn't quite look so bushy, and wasn't quite so muscular. His blue eyes lit up in sparked curiosity when he looked at her. The one next to him was an old cat man with a long white beard, dressed in strange robes that looked similar to armor, but seemed a bit more elegant than the armor the large cat man wore.

Leanne let out a surprised noise when the guards forced her to her knees before the king.

"This is the one, sir." A soldier said, holding her down, "Isn't that the Jewel of Omens around her neck?" Leanne looked down at the necklace she was wearing. The large cat man, the one she assumed was king, came up from his seat and walked over to her, looking over her with a discerning eye. Not liking the look he gave her, Leanne stuck out her tongue at him childishly, going "Nyeah."

"You will not insult his majesty King Claudus!" One of the soldiers said, shoving her roughly. Leanne pulled her tongue back in, trying to make herself more comfortable in the claws of the soldiers, shifting her shoulders a little bit.

"I don't think that was an insult." The red haired young cat man in the throne said. He seemed to be ignored by everyone as the king looked over her again.

"Tell us why you have our people's precious Jewel of Thundera." The tiger cat man said from his seat, Leanne looked at him confusedly.

"Jewel of what?" She asked.

"The necklace you have on." The red haired cat man said from his throne. The entire time everyone had been speaking, the old cat man had been looking at Leanne thoughtfully, taking in her appearance. Leanne looked down at the necklace in question, "It was taken from our people almost five hundred years ago."

"What, you want it back?" Leanne asked him, "Take it! The damn thing's brought me nothing but trouble!" She leaned back, as if presenting the necklace to King Claudus so he could remove it. The king reached for it, but the old cat man stood up.

"Your highness," He said, stopping him, "Allow me to remove it." The king stepped aside for him.

"If you wish, Jaga." He said. The old cat man leaned down, looking at Leanne curiously, and she looked back at him, a little creeped out by his stare. He brought his staff closer to her, and before it could touch the jewel in the necklace, a red lightning shot out from it, pushing the staff back and away from it. The soldiers who had been holding onto Leanne let her go in shock of the sudden event. Leanne still remained on her knees, showing these cat people she was willing to cooperate. The old cat man hummed thoughtfully.

"What was _that_?" The red haired cat man asked excitedly, he and the tiger one both standing up from their seats.

"It seemed the Jewel has chosen its master." The old cat man said to the others. Leanne looked up at him.

"What does that mean?" She asked him.

"It means that the necklace will not come off unless _you_ remove it." Jaga said, Leanne reached up to get the necklace off so she could be rid of the thing, "But I highly suggest that you don't." Leanne looked at him in confusion.

"Huh?" Leanne said, "But you said yourself, this stupid thing is yours. Take it! I don't want it!"

"But the Jewel of Omens has chosen you as its master." Jaga said.

"What the heck does _that_ mean?" Leanne asked, her hands clenching on the legs of her jeans.

"Did you know that no ThunderCat was ever able to command the power of the Jewel of Omens?" Jaga asked her.

"What?" Was Leanne's super intelligent reply.

"Only when someone, a species unlike anything anyone had ever seen," Jaga explained, "Came to us, only they were able to command it. The Jewel of Omens sensed that they were different, unique in such a way, that only they were fit to command its power. This same species left with the jewel, never to be seen again, until now. And it seems that it has chosen you."

"But that's stupid!" Leanne snapped, "You said this thing disappeared five hundred years ago, right? That's impossible, because this piece of junk belonged to my _Nana_, and she died just last year! She was 82! How could she have a five hundred year old piece of jewelry?"

"Perhaps, your 'Nana'," Jaga began, "Was the original species who wielded its mighty power. The stories tell that she was of a different species of a different world, so perhaps time _there_ moves differently than time _here_. Did she never tell you anything about it?"

"I've never _seen_ it until today!" Leanne said, standing up, "And every time I talked to Nana, she said things that didn't make sense. She was old, senile, and an Alzheimer's patient! I couldn't have a normal conversation with her if I wanted to!"

"Then, that might be why you never knew of it." Jaga said wisely, "Clearly, the jewel believes that it is needed here, and it has chosen you to use its power." Leanne glared down at the jewel, "And I suggest you keep it close, for the Jewel of Omens have been sought after for many a century. Once it is known that you have it, others will pursue you for it, and they will do whatever they can to take it from you."

"Oh, _brilliant_…" Leanne grumbled to herself.

"I suggest you stay here," Jaga said, "So you may be properly protected, and learn to harness the Jewel's power."

"But what if _I_ don't want to?" Leanne asked him, "What if I just want to go home?"

"When the Jewel believes it is no longer needed," Jaga said, "It will return you to your home." Leanne let out an unhappy groan, crossing her arms and pouting like a child.

"She stays here?" King Claudus asked Jaga, not very pleased with the idea of her staying in his castle.

"It is for the best, your highness." Jaga said, "We could easily make room for her."

"Well, yes…" The king said, he looked at the girl, "But who shall teach her to use the Jewel's power?"

"I, or one of my clerics, will help her." Jaga said, looking down at her, "She will learn to harness it with ease, and then, she may use the power to help us." Leanne looked up at the old cat man, sighing reluctantly.

"Fine." She said, "It's not like I have much choice right now, anyway." Jaga smiled and nodded at her.

"Very good." He said, he looked back to the red haired cat man, and the tiger cat man, "Lion-O, Tygra, why don't you show her around the palace while we prepare a room for…" He looked back, silently asking her name.

"Leanne." She said, "Friends call me Lee." Jaga nodded.

"Sure." Lion-O said, walking away from his throne, smiling at her, "Come with us." Leanne followed the two outside.

"So, how well can you fight?" Tygra asked her. Leanne shrugged.

"Pretty good, I guess." She said, "I mostly just do free running though, and that doesn't really need any punching or kicking. Why?"

"Free running?" Lion-O repeated, curious about this technique of hers.

"Yeah, it's basically just jumping from roof to roof in the city." Leanne explained, she got a small smile on her face, "It's really fun, and the rush you get from jumping between two roofs that are really high up is just unbelievable."

"How often do you do this?" Tygra asked.

"About once or twice every week." She said, "I always tell my mom I'm going to some fancy-shmancy gym in the city, if she knew I was doing it, she'd put me on lockdown."

"Here's good." Tygra said as they came out to a small, empty courtyard. He pulled out a whip, "Alright, now let's see how good of a fighter you are."

"Wait, whoa, what?" Leanne demanded, taking a step back, "Excuse me? When did we decide to start fighting?"

"Tygra." Lion-O said, his tone warning him to watch himself.

"I'm just wondering if she has any skill." Tygra said, feigning a tone of innocence. Leanne's eyebrow twitched angrily.

"What is _that_ supposed to mean?" She demanded, planting her hands on her hips, glaring at the tiger. "Are you saying that I can't take care of myself?"

"I'm just saying that we need to judge whether or not you're a threat." Tygra said, "And you don't seem all that intimidating to me." Leanne's eyebrows twitched angrily again, and she clenched her teeth.

"Oh, it is _on_." She growled, stepping forward, "You're gonna regret those words, Stripes." Tygra smirked.

"Glad to see you're into the game." He said, taking his whip and stretching it out.

"Hang on." Leanne said, "You get a whip, and I get nothing? That hardly seems fair."

"Fights won't always be fair." Tygra said, cracking the whip. Leanne's eyes widened as he suddenly disappeared.

"Where'd he go?" She asked, looking around. She got her answer when she was suddenly pushed to the ground. She looked up and saw Tygra reappear, laughing at her. Leanne scowled angrily and swept her feet under his to knock him over, "Ha!" He growled as he got up. He cracked his whip again and vanished. Leanne stood completely still as she waited for him to attack. She looked around for any sign of the tiger. Hearing the ever-quiet sound of clawed feet on the stone ground, she quickly spun around, aiming her fist behind her, but didn't hit anything. She looked around, unsure of where he would attack from, and let out a yelp when her feet were swept out from under her. He reappeared again, standing over her with a grin.

"Looks like I was right." He said smugly. Leanne let out a snarl in anger.

"This fight isn't over yet!" She growled as she got back up. Tygra, seeing that she was now getting serious, quickly used his whip again and disappeared. Leanne kept a careful eye out, looking around for any sign of the tiger, her mind quickly working to think of how to beat him. _Since he's not instantly behind me, he didn't actually just become invisible, and if that's the case…_ She turned her eyes to the ground, waiting to hear the sound of clawed feet on stone again. She saw some dust being kicked up slightly from the ground, and she let out a yell as she lifted up her foot and kicked something back. When it hit the ground, Tygra reappeared, looking at her in shock. Leanne smirked at him.

"How… How did you know where I was?" Tygra asked in surprise.

"You'd be surprised how alert you have to be in order to free run." Leanne said, "You have to know the distance between one roof and another, and know whether or not you can make it. Know your surroundings, and how to use them, and understand all that information in a fraction of a second. With you, it's no different. Just because you're invisible doesn't mean you still don't make footsteps in the ground." She pointed to where his foot had made a mark against some dirt on the ground, which was just barely noticeable.

"Impressive." Tygra said, standing up, "You have sharp eyes."

"Thanks." Leanne said.

* * *

><p>Leanne looked around the bedroom, gazing at everything in awe.<p>

"Wow…" She murmured, "Just… wow." Lion-O let out a small chuckle.

"Like it?" He asked.

"It's incredible!" She said, turning to him, "This is your room?" Lion-O nodded.

"It's also the room you'll be staying in, temporarily, of course." He said. Leanne looked at the bed and saw a little creature resting on it all curled up in a ball. She went over to it curiously and looked down at it, "Oh, that's Snarf."

"Snarf?" Leanne asked, scrunching up her nose at the odd name. Lion-O nodded and went over to the creature, scratching it behind the ear. Leanne watched as he let out a little mewl and curled out of his ball sleepily. Leanne almost cooed in adoration at it. When the creature opened its big eyes, she really did coo. "He's so _cute_!" She reached down to pet him. Snarf looked at her hand as it was placed near his face and he rubbed up against it, making purring sounds in the back of his throat. Lion-O watched in surprise as she picked him up and held him in her arms, rubbing his underbelly. "You're just a little cutie, aren't you?"

"Wow." Lion-O said, watching as Leanne let him climb up onto her shoulders.

"What?" She asked, looking at him.

"Snarf normally doesn't take to people so quickly." He said, Leanne shrugged.

"I've always been good with ani— um," She stopped herself from saying 'animals', thinking it might offend him, "Pets. It's just a thing." She giggled as Snarf rubbed his furry face against hers, still purring. Lion-O smiled at the look on Leanne's face as Snarf kept showing her affection. She picked him up off her shoulders and sat down on the bed, putting him in her lap, stroking his back and making him arch up in happiness. "So, why do I have to stay in your room?"

"Dad wants to know that we can trust you, so he's putting me in charge of watching you while you're still in our kingdom." Lion-O explained, sitting down and reaching over to scratch behind Snarf's ears. Leanne looked a bit unhappy at his words.

"They don't trust me, do they?" She asked, Lion-O shook his head.

"'Fraid not." He said, "Can you blame them, though? You just showed up out of nowhere, and you scared a lot of townspeople. It's only natural that we'd assume something causing that much of a commotion would be a threat."

"Yeah…" Leanne muttered, suddenly remembering what people had said when they saw her.

Leanne wrapped her arms around her middle, something she always did when she felt insecure. Lion-O noticed her sudden mood swing from amazed and happy, to quiet and sad.

"Lion-O…" She said softly, looking over at the young prince, "Do I look…disgusting… to you?" Lion-O gazed at her for a moment, seeing how her eyes had darkened in depression.

"Well, you're not like anything I've ever seen before." Lion-O said, he gave her a small grin, "But that doesn't make you disgusting."

"Then… that just makes me a freak." Leanne said, looking away from the prince.

"No it doesn't." Lion-O said, trying to comfort the young girl, coming over to her and sitting down next to her, "Being different doesn't make you a freak. I mean, if that was the case, then I'd be branded a freak, too."

"Why?" Leanne asked, looking at him curiously.

"Well, I have this… thing for technology." Lion-O admitted embarrassedly, "I like to learn about it. Find out where it comes from, how it works, all that stuff."

"Well, that's not so bad." Leanne said, "I mean, there are plenty of people back home who make a very good living off of that kind of stuff."

"Wait, do you have technology at your home?" Lion-O asked excitedly, Leanne nodded.

"Yeah, we use it, like, everywhere." Leanne said.

"Well, you have to tell me about it!" Lion-O said, Leanne jumped back at his sudden enthusiasm, noticing how his eyes lit up like a child's would on Christmas morning.

"Okay, calm down." Leanne said with a little laugh, "What do you want to know?"

"Anything you can tell me." Lion-O said.

"Well, I need a place to start!" Leanne laughed out.

"Well… How about… entertainment?" Lion-O suggested, "Do you have any technology for that?"

"Oh, yeah!" Leanne said, "Well, first we have TV's, which stand for television, by the way…"

* * *

><p>Tygra walked through the castle walls, rubbing a sore spot on his stomach from where Leanne had kicked him. He scowled slightly at himself, a little angry that he had underestimated her.<p>

"So, the screens are basically these huge things of some kind of special material that's really smooth, and the projectors, because of the distance, have the movies fit right on the screen." He paused, he looked over at his brother's door, which had been left slightly open, and he could hear the conversation going on inside. It seemed Leanne was telling Lion-O about something from her home, "And the theaters the movies are in, can seat up to, like, a hundred people. And there's always some new movie coming out, and they range from all these different genres of stories, from, say, a romantic comedy, to something as awful and gory as a horror film…" Tygra stole a glance at Lion-O, who was hanging onto every word she said with a smile on his face, and eyes lit up.

_I don't know what they're talking about, and I don't care._ Tygra thought to himself. He shrugged off the conversation and kept walking down the hall. He went into the throne room, where he saw his father tapping his finger incessantly on the arm of his throne.

"Something wrong, father?" Tygra asked, coming up to him.

"It's that… girl." Claudus said, "There's something that doesn't seem quite right with her."

"I know what you mean." Tygra said, "She was able to best me in a small match, even when she had nothing to fight with." He narrowed his eyes slightly and looked away from his father at the thought of her, "She's… I'm not entirely sure how to describe it. She's definitely got good skills, but there's just something _off_ about her." Claudus nodded in agreement.

"I can't help but feel," He began, "That this is a sign. Something is going to change soon, Tygra, and it's not going to be good. I can just feel it." He looked over at his son, "Keep an eye on her. We don't want anything happening that shouldn't." Tygra nodded, accepting his father's request

* * *

><p><em>One hour later…<em>

"…And that's the main function of a blender." Leanne said, she let out a large breath, leaning back against the bed. "How long have I been talking about this? My throat hurts."

"A while now." Lion-O said, "You can tell me about any other technology later." Leanne groaned.

"I'm almost tempted to take a vow of silence because of you." Leanne said, Lion-O laughed a little. There was a knock on the door, and the two looked up.

"Yes?" Lion-O called, letting the person come in, revealing it to be a servant, "What is it?"

"Your highness," The servant said, bowing, "Jaga has asked for the girl's presence."

"_The girl_ has a name you know." Leanne said, a little upset that Jaga didn't ask for her by name. The servant looked at her, slightly surprised, but said nothing. She got off the bed, Lion-O doing the same.

"Uh, Jaga asked only for _her_, your highness." The servant said, "He'd like to speak to her alone." Leanne looked at Lion-O, slightly worried about being alone, but Lion-O patted her shoulder.

"You'll be fine." He assured, pushing her towards the servant. She followed him out and down the hall into a small garden where Jaga, and someone dressed in an outfit similar to his, but their face was covered, stood beside him. Jaga smiled when he saw her and sent the servant away with the wave of a hand.

"Hello, my dear." He greeted.

"Um… Hi." She said, she looked at the robed individual curiously, but said nothing.

"I'd like to show you something." He said, he nodded to the robed person with him, and they pulled out a scroll, holding it out to her. Leanne took it, seeing that it was a list of names in a certain order with lines pointing to different ones. "Do you know what this is?"

"Um…" Leanne looked over all the names, seeing male names paired with female names with another line connecting them to one, two, or even five different names, "Looks a little bit like a family tree."

Jaga nodded, "And whose is it?" He asked.

"Well, let's see…" Leanne looked down to the single name at the bottom, and saw the name read 'Erica Alyssa Redoric'. She looked at it in surprise, "My nana?" She looked over the aged document, "But… this thing is so old! How come her name is on it?"

"It was said that the previous bearer of the Jewel of Omens wrote it." Jaga said, "Claimed it gave her insight to her family's true nature." Leanne looked back at the scroll for the family tree, going over all the names, and seeing that the dates went back as far as the early 1200's. "Or your 'Nana' as we are learning. I believe it's best that you have it."

"Um… Okay." Leanne said, she looked up at the old cat, "Why?"

"It was said that knowing the names of those who came before you," Jaga said, "Helps you to see what will come next." Leanne rolled her eyes.

"Yeah, and I'm a mermaid." She said sarcastically. She looked over the family tree, glaring when her eyes came across one name in particular. Alphonse Redoric, "Ugh. I want nothing to do with this." She rolled the paper back up and held it out for Jaga to take, "This just brings back bad memories. How am I supposed to figure out what happens next by looking at a bunch of useless names?"

"Your grandmother didn't think it useless." Jaga pointed out, not taking the scroll from her, "She carried it with her almost everywhere she went."

"I don't care what she did with it." Leanne said, "I just don't _want_ it! How is the past supposed to help me figure out the future?"

"The answer to that lies only in the past." Jaga said with a small grin. He nodded to the robed person next to him and they walked away. Leanne watched them leave with a gaping expression.

"What, that's _it?_!" She shouted at him as he left, her anger growing, "I don't even get a freaking _hint?_!" Jaga said nothing, and she growled angrily to herself, tightly gripping her Nana's family tree in her hands and stomping back into the castle. She went back to Lion-O's room and slammed the door behind her, making Snarf jump up in fear at the sudden noise. Lion-O looked at her and was surprised to see an expression of anger on her face.

"What's wrong?" He asked. Leanne sent him a nasty glare, and he almost flinched. Almost.

"What's wrong? I'll tell you what's wrong," Leanne said waving the scroll at him, "That old cat man is going senile! He gave me this piece of junk and told me it would help me in some idiotic way." Lion-O took the scroll from her hands and opened it up, he recognized the document right away as one of the ThunderCats' treasures, the ancient document that was carried by the strange species in its travels around third earth. Leanne sat herself down on his bed, crossing her arms angrily and pouting. "If he thinks a bunch of old names is going to help me, he's crazy."

"You know these people?" Lion-O asked her, Leanne looked over at him.

"Of course I do! They're my ancestors." Leanne said, she snatched the scroll from him, rolling it back up, "Every last stinkin' one of them, including _him_."

"Him?" Lion-O asked, Leanne shook her head.

"It's nothing." She said, she looked back over at Lion-O, "Is there anything we can do to waste time? Because I get bored pretty fast." Lion-O shrugged.

"We could just talk." He said, his eyes lit up, "You could tell me more about technology!"

"No." Leanne said instantly, "No more tech talk." She thought for a second, "Let's just play icebreaker instead."

"Icebreaker?" Lion-O asked, "Is that a game?"

"Kind of." Leanne said, "It's basically where I ask you a question, and you ask me a question. It can be about anything you want, _except technology!_" She added the last part when Lion-O opened his mouth excitedly. He shut his mouth with a frown, but nodded in consent, "I'll go first." Leanne shifted so she sat directly in front of Lion-O with her legs crossed Indian-style, "How old are you?"

"Seventeen." Lion-O said, "How old are you?"

"Seventeen." Leanne said, "So we're the same age." Lion-O nodded, "Okay… Is Tygra your actual brother? Because you look more like your dad, and he looks nothing like him at all."

"That's probably because Tygra's adopted." Lion-O said, "He's not my actual brother, but we've grown up together."

"Ah." Leanne said, "Okay, your turn."

"Do you have any brothers or sisters?" Lion-O asked.

"No. It's just me and my mom." Leanne said.

Lion-O looked at her in surprise, "What about your dad?" He watched as her expression darkened slightly.

"…I never knew him." She said quietly, "My dad walked out on my mom before I was born." Lion-O looked at her sadly.

"I'm sorry," He said, "I didn't know."

"No, no, it's cool." Leanne said, not wanting him to worry, "We get on okay. It's not like we're totally miserable all the time. My mom and I are doing just fine."

"Oh." Lion-O said, "So… your turn?" Leanne nodded.

"Okay…" She took a second to think, "Oh! I got one…"

For about two hours, they simply kept asking each other questions about the other's life. Leanne learned that Lion-O was a simple man (cat?) who was still considered childish in the eyes of his people. She realized that, to the ThunderCats, technology was a myth of legend that no one had ever actually seen with their own eyes before. Lion-O learned that Leanne wasn't considered 'normal' back home, and when he asked her to elaborate, she didn't, giving the excuse that it brought back bad memories.

For two hours, they sat together and talked, answering each other's questions until they were called for dinner.


	3. Finding Your Element

3

"Man!" Leanne sighed as she stretched her arms up over her head, "I'm more stuffed than the Thanksgiving turkey." She patted her slightly protruding belly, "That was some good food." Lion-O smiled.

"Glad you liked it." He said, they walked back into Lion-O's room, where Snarf quickly scurried through their feet to jump up on the bed, walking around in a quick circle before laying down, closing his green eyes, and sighing happily as he got ready to sleep. Lion-O chuckled lightly, "Looks like Snarf's ready for bed."

"Me too." Leanne said, she turned to Lion-O, "You got anything I could sleep in?" Lion-O put his hand (paw?) to his chin in thought.

"I think I might have something." He said, he went over to a dresser in the room, going through different drawers until he found what he was looking for. "How's this?" He pulled out what looked like a large, white shirt, "It's a little old, but I think it might work." Leanne took the shirt from him. She brought it to her face, sniffing it, then rubbed the material through her fingers.

"Doesn't stink, good texture," She smiled at Lion-O, "This'll work just fine." She walked over to a corner of the room, and then turned around to Lion-O. She moved her finger around in a circle, a gesture for him to turn around, "Do you mind?"

"Oh! Sorry." Lion turned around so she could have some privacy to change out of her clothes. Leanne changed out of her clothes and into the old shirt, wincing slightly when she felt some pain on her back. She frowned as she put her hand to a scar on her back, feeling the remnants of the dark memory attached to it. "How does it fit?" Lion-O's voice pulled her out of her memory, and she shook her head to rid herself of it.

"It fits great." She said, turning to him. He looked at her over his shoulder, and smiled when she smiled at him, "Nice and loose. What's this thing made of?"

"Just cotton." Lion-O said with a shrug. Leanne looked at the old shirt, which went down to her lower thighs, in slight surprise. She didn't know Thundera had cotton.

"That explains why it's so comfy." She said, she picked up her clothes in a small bundle, "Where can I put these?"

"Anywhere is fine." Lion-O said as he went to get ready for bed, shedding some of his clothes. Leanne blushed when she saw his back and, even through the fur, she saw the muscles on his back. She turned away.

"So, um…" She said, trying to overcome the sudden embarrassment she felt, "Where do I sleep?" Lion-O looked at her, seeing only her back turned to him, then around the room.

"…I guess we can just share the bed." He said, "It's only for one night, anyway."

"Oh. Okay." Leanne said, although, inside, she was getting nervous. She had never really shared a bed with a guy before, even if he was half-cat. She tried to get the suggestive thoughts out of her mind by shaking her head, and re-thinking the situation. It could just be like sleeping with a big, talking cat, so that's how she decided to see it. Just sleeping with a cat.

She crawled in under the sheets, and smiled pleasantly at how clean and fresh they smelled. She put the sheet to her nose and took a big whiff of the scent. Lion-O saw this and raised an amused eyebrow.

"Are you smelling the sheets?" He asked, Leanne blushed when she realized she had been caught and pulled the sheets up over her head.

"Goodnight, Lion-O." She said, Lion-O moved into the bed beside her, "Wait!" He jumped up when she suddenly sat up, picked up a pillow, and stuck it in between them, "There. Okay, goodnight." She moved so she was lying on her side, her back facing Lion-O.

"What's this for?" Lion-O asked, pointing at the pillow she put down.

"It's a barrier." Leanne said, "You stay on your side, and I stay on mine. Kay?"

"Okay…" Lion-O said slowly, "Goodnight."

"Goodnight." Leanne said. She sighed happily as she snuggled into the incredibly soft bed, covered by clean sheets. It was only minutes later that she drifted off to sleep.

* * *

><p><em>Leanne looked around confusedly, she was standing in complete darkness. She covered her eyes as a blinding purple light suddenly cut through the blackness. She squinted and her eyes adjusted to see an old, wrinkly, scaly figure of a man with round, red eyes and covered in old bandages that reminded her of mummy wrappings.<em>

_"Who are you?" She asked him. The lizard only laughed in a rough, raspy voice. Leanne felt her blood turn to ice at the sound of his voice. "What do you want?"_

_"What I want," The lizard said, setting his red, glaring eyes at her, "Is your power!" The wrappings that surrounded his limbs shot out and attached to her, wrapping around her wrists and ankles. Leanne looked at the old bandages with wide, fearful eyes, and tried to tear them, but they would not break. She screamed as she suddenly felt the bandages begin to burn in searing pain, as if a thousand tiny needles were piercing her skin. More of the bandages shot out and wrapped around the bend of her elbows, and around her neck. She kept struggling, but the more she moved, the more they hurt. The lizard man only laughed, his mouth opening to show his rows of incredibly sharp teeth. _

_She cried out, "No! Let me go!"_

_**"Leanne,"**__ She heard a voice far off in the distance, but she thought it was just her imagination._

_"Stop it!" Leanne shouted at the lizard man, she slowly felt herself being drained of energy from where the wrappings were. One of them snapped around her shoulder, making it shake._

_**"Leanne!"**__ There was the strange voice, __**"Leanne, wake up!"**_

* * *

><p>Leanne jolted awake in a cold sweat, looking around for the lizard man.<p>

"Leanne," She looked over to see Lion-O's blue eyes looking back at her. "Are you okay?" Leanne looked at him, and put a hand over her racing heart.

"I-I think so…" She said, she took in a deep breath to calm herself and leaned back against the pillows on the bed.

"You looked like you were having a nightmare." Lion-O said, sitting down next to her on the bed. Snarf let out a small, sad noise and crawled into Leanne's lap, showing her that he had been worried, too.

"I was." Leanne said, petting Snarf gently as he curled up in her lap, "Thanks for waking me up."

"No problem." Lion-O said, "What was your nightmare about?" Leanne shuddered at the memory of the angry, old lizard man.

"I'd rather not talk about it…" She mumbled, looking away. Lion-O nodded in understanding. She looked at him, and realized he was already in his day clothes. She looked out the window to see the sun had risen high in the sky, "What time is it?"

"About ten in the morning." Lion-O said, "At the time, you seemed like you were really enjoying your sleep, so I thought I should just let you keep resting."

"Thanks…" She said, she got Snarf out of her lap, something he wasn't very happy about, and got out of the bed. She went over to where her clothes were and picked them up. She sniffed her shirt and grimaced at the foul odor, "I need to wash these…"

"I could tell one of the servants to wash them if you want." Lion-O said, Leanne looked back at him.

"You can do that?" She asked in surprise. Lion-O let out a small chuckle.

"You've never been around royalty, have you?" He asked, Leanne shook her head.

"Nuh-uh." She said. Lion-O went over to the door and called for someone, and almost instantly, a young maid came in, curtseying to him.

"Yes, sir?" She asked him, Lion-O held out his hand for Leanne's clothes.

"Could you take these and wash them for her?" He asked. She took the clothes and did a quick curtsey again.

"Yes, sir." She said, she looked over at Leanne, her eyes going over the form that resided in Lion-O's old shirt, then turned and left.

"That was… odd." Leanne said, she looked over at Lion-O, "So, just call out, and you get someone to help you?" Lion-O nodded.

"Our palace employs almost two hundred servants," Lion-O said, "And just a little under four hundred soldiers." Leanne looked at him with wide eyes.

"Wow…" She said, Lion-O shrugged, "_No_, don't _shrug_ like it's nothing! That's freaking _huge_! This is _normal_ for you?" Lion-O nodded.

"That's how it's been since I was a cub." He said, "Now, do you want some breakfast?"

"Yeah." Leanne said, following Lion-O, "But, what about my clothes?"

"They should be here by the time we're done." Lion-O said, "Come on."

* * *

><p>Leanne, who was in her newly washed clothes from yesterday, strolled casually around the castle by herself. Her grey eyes wandered around the walls, looking at elegant tapestries, and ancient looking artifacts that she assumed had some kind of historic value to the royal family. She heard an unusual sound, and she whirled her head around to see the source, but only saw a flash of gold run past her. She spun slightly when it bumped into her, and she grabbed her head as she tried to balance herself. When she was able to see clearly again, she looked down and saw the scroll from yesterday in front of her. She scowled and picked it up, glaring at her family tree. Particularly the name Alphonse Redoric.<p>

"Where did you get that?" Leanne jumped when she heard someone's voice and looked to see Tygra standing behind her with a frown on his face. She frowned back, rolling up the scroll as she turned to face him.

"From Jaga," She said, "It's my family tree."

"And, what, he just _let_ you have it?" Tygra asked, his eyes narrowing in suspicion. Leanne glared at him.

"I didn't steal it, if that's what you're asking." She said, keeping the scroll behind her back. "And this is my legitimate family tree. It has my Nana's name on it at the bottom."

"How do I know that's really your grandmother?" Tygra asked.

"Who else _could_ she be?" Leanne asked loudly, her voice escalating with her temper, "You know, believe it or not, just because I'm not a cat, doesn't mean I'm some kind of low-life out to ruin everything you have!"

"Well, what _else_ should I believe?" Tygra growled back just as loudly, "You just showed up out of nowhere, claiming to be from some separate world and you just decide to stay here?"

"I _am_ from another world!" Leanne snapped, her voice almost screeching, "Because in _my_ world, cats don't talk and they're _definitely_ not this ignorant and stubborn!"

"_What did you say?_!" Tygra snarled.

"Is there a problem?" The two looked over to see Jaga had come over to them. The two of them instantly straightened themselves out for the elderly cat, making it seem like they had never been shouting their lungs out at each other.

"No, Jaga." Tygra said calmly, "There's no problem. Do you need something?"

"Yes, I must borrow Leanne for the day." Jaga said, coming over to her and putting his paw on her shoulder, "I believe it's time we start teaching you to properly use the jewel given to you."

"More like stolen from your grandmother…" Tygra muttered. Leanne glared at him.

"I'm warning you, Stripes!" She snarled, "You piss me off and you're road kill!" Tygra bared his fangs as he glared at her. She didn't back down to his intimidation, baring her own stepped in between the two.

"Tygra, these lessons are best taught when Leanne is able to concentrate." Jaga said, "And that seems to be a difficult task if you are here. I must ask you to leave." Tygra looked up at Jaga, then down at Leanne, who sneered at him.

"Very well, Jaga." He said, he narrowed his eyes at Leanne, "I've got my eye on you." He turned and left.

"Yeah, that's right!" Leanne said to his back, "Run away like the scaredy cat you are!" She blew a wet raspberry at him. Jaga made her stop by putting his hand on her shoulder.

"That's enough." He said, "We must begin as soon as possible. Follow me." Leanne did as he said and followed him out into a courtyard, where she saw the same robed individual from yesterday waiting for them. Jaga stopped and turned to Leanne, "Now then, tell me what you know of the jewel's power."

"Nothing." Leanne said, "I know freaking nothing about a necklace I didn't even see until yesterday." Jaga nodded.

"Then I suppose we must start with the basics." He said, "Sit down." Leanne sat, legs crossed on the ground as Jaga sat across from her. The one in the robe stayed standing, not doing anything. Leanne looked at them suspiciously, but Jaga turned her attention back to him, "Now, the Jewel of Omens, as it is so known, is powered by the flow of energy in its wielder." He pointed to the jewel on her necklace, "In order to use this power properly, you must put the proper amount of energy into it. Too little, and you will not be powerful enough, too much, and you could lose control." Leanne nodded her head in understanding, "Now, in order to access this power, it requires a certain state of mind. Are you prepared to learn it?"

"Sure." Leanne said, Jaga nodded and turned to the person in the robes, gesturing them to come forward with a clawed finger. They went over to them, pulling out a little seed from inside their robes and placed it in Jaga's hands, along with a small cup of water, a tiny scrap of paper, and what looked like a matchstick. Jaga placed them all in a line in front of Leanne.

"Now, I want you to close your eyes," Jaga said, he pointed to the seed on the ground, "And imagine this seed growing into a sprout."

"Seriously?" Leanne asked, looking at the seed doubtfully.

"Yes, try it." Jaga said, Leanne sighed and closed her eyes.

"This won't work." She said.

"We won't know unless you try." Jaga said. Leanne concentrated as she thought of the seed opening up, and a little sprout coming from it as it rooted itself into the earth. "You mustn't be so tense. Relax. Take a deep breath in, and out." Leanne did as the old cat asked of her, taking a deep breath and relaxing a little bit. She kept concentrating on the seed, but she didn't hear anything other than Jaga's thoughtful hum. "Leanne, I want you to remember something for me."

"What?" Leanne asked, peeking one eye open at the old cat.

"I want you to remember a secret." Jaga said, "Something you don't want anyone to know." Leanne's eyes shot open, scowling at the cat man.

"I'm not telling you anything." She said.

"You don't have to." Jaga said calmly, "You must only think of it. It will help you gain control. Now close your eyes." Leanne sighed.

"This is stupid…" She mumbled. She closed her eyes and remembered the only secret she couldn't bear to tell anyone. If she told them, they'd want to know the reasons behind it. Why was that scar on her back? Who gave it to her? Why did they do it? She couldn't tell anyone the why, what, who, or how. They simply wouldn't understand…

"Leanne, open your eyes." She did as Jaga asked, cutting her memory short as she opened her eyes. She was surprised to see the seed he had held before had now sprouted, and he held it in his hands, "You did very well, but it seems earth is not your element." He put the sprout down and pointed to the cup of water. "Now, I want you to imagine a whirlpool in this cup, but this time, keep your eyes open."

"Okay…" Leanne said, she stared at the cup, seeing how it began to swirl wildly in the cup in her mind's eye, but nothing happened. Jaga hummed thoughtfully again.

"Try and remember something else." He said.

"You want to know another secret?" Leanne asked with a scowl.

"No, I simply want you to remember a time of peace." Jaga said.

"Peace?" Leanne asked.

"A time where things were calm and serene." Jaga explained.

"I don't need a definition." Leanne snapped. Although the way he explained it did help her a little bit. She closed her eyes, thinking of a peaceful time. She had friends who liked to go free-running with her, most of them were guys who preferred to call it 'parkour' just to make it sound like they knew some kind of fancy martial art. One night, after they had gone over some of downtown Nashville, being careful to keep away from any police who could charge them with trespassing, they headed to a small park, just to have some fun. After a half-hour of playing around, she and a couple of them lay down on the grass and just stared up at the night sky, pointing out any planes they could see that weren't blinded by the lights of the city. It was quiet and the night was cool. It was a good time for all of them.

"Well done." Jaga said, his voice pulling her out of the memory again. She looked to see the water swirling in the cup at a steady pace. "Did you remember something again?" Leanne looked at him and nodded. "Water is not your best element, either." He held up the matchstick, "Here, light the match without touching it."

"Look, as cool as it is to be doing all this stuff," Leanne said, "What's the point of it all?"

"To help us know which element you work with best." Jaga said, "Now, light the match without touching it." Leanne sighed and stared at the match. She narrowed her eyes as she saw it lighting aflame in her mind's eye. Nothing happened.

"What do I need to remember to get _this_ to work?" She asked him.

"Think of something that excited you." Jaga said, "A moment in time where your heart was pounding."

That was easy enough. Leanne remembered when she was helping a friend to be introduced to free-running. They were starting off simple, a climb up a fire escape, a dash across a flat rooftop and onto a lower-standing building. Her friend, after getting ready, cried 'go!' and they both dashed off towards the fire escape. Leanne reached it first and started jumping up platform to platform, her friend mimicking her movements, doing the same. When they reached the top of the building, Leanne ran along the roof and jumped off, landing safely on the other building. She cheered her friend to encourage him to do the same, and when he did, he succeeded in the landing.

Suddenly, the match lit up, a little fire burning on the top of the match.

"I remembered something that time, too." Leanne said, saving Jaga the trouble of asking a question. He nodded, blew out the match, and held up the piece of paper.

"Now, then," He began, "Make sure this paper never touches the ground."

"Can I touch it this time?" Leanne asked, Jaga shook his head. He held up the paper and dropped it. Leanne wracked her brains as she tried to figure out how to make it stay up. She thought of how convenient it would be if a gust of wind would keep it afloat, then, just before the paper hit the ground, the paper began to hover as a small, tiny whirlwind formed underneath the paper, making it stay. She jumped a little as she felt something, she wasn't sure what it was, but it was definitely something. She felt like she was free-running again, against her mother's wishes, but she wasn't moving, and there was no adrenaline. There was just that… feeling. The feeling she got only when free-running. The only word she could use to ever describe it was… the feeling of freedom.

"Did you remember again?" Jaga asked, Leanne shook her head, "Then it seems your element is air." He stood up, and Leanne followed, "This element is the hardest to catch, yet easiest to control. Which is convenient for us."

"So, I can control wind?" Leanne asked with an excited smile, Jaga nodded. Leanne pumped her fist into the air, "Awesome!" Jaga chuckled at her enthusiasm.

"Now, then, shall we begin our lesson?" Jaga asked, he turned to the robed person and nodded once. They shed the robe instantly, revealing that they were a female cat woman. She had blonde hair, with random brown spots on her head, and cheetah pattern fur on her arms, her eyes, a piercing amber gold, stared at her as she smiled, putting one hand on her hip. "This is Cheetara, one of my clerics. She will help you with the remainder of your lesson." Leanne looked up at him.

"Where are you going, then?" She asked him.

"I have other business to attend to at the moment." He said, he nodded at Cheetara, who nodded back, "Cheetara will help you to test your strength."

"Sounds like fun." Leanne said with a sarcastic drawl, looking over at Cheetara.

"Don't worry." She said, pulling out a long staff, "I go easy on novices." Leanne sent her a playful glare.

"Oh, you're going to regret saying that." She said, if there was anything Leanne loved/hated it was a challenge.

"Will I?" She asked, quirking an eyebrow at her. She spun her staff impressively as she got into a battle stance. Leanne did the same. At the same moment, both girls ran at each other.

* * *

><p>Leanne fell onto her behind, panting harshly. She wiped away some of the sweat on her forehead as she looked over at where Cheetara leaned against her staff, catching her breath.<p>

"You caught onto _that_ fast." Cheetara said, recalling how Leanne had used the air to knock her down multiple times.

"Thanks." Leanne panted, leaning back on her hands, "You're pretty fast."

"Something you learn as a cleric." Cheetara said offhandedly, she stood up straight, "So, I heard you beat prince Tygra." Leanne shrugged.

"I wouldn't say I beat him, exactly." Leanne said, "I just got lucky."

"Pretty good luck." Cheetara said. Leanne shrugged.

"Whatever." She said, she stood up, "So, are we done for today?"

"I suppose so." Cheetara said, she walked over to her and held out her hand, "Same time tomorrow?"

"Why not?" Leanne said, taking her hand and shaking it. Something caught Cheetara's eye and she looked up at something behind Leanne.

"Looks like you've got a visitor." She said, releasing Leanne's hand.

"Huh?" Leanne asked, turning around, hearing someone call her name.

"Leanne!" She saw Lion-O running towards her, carrying something on his arm. Leanne smiled and waved to him as he ran over, "Hey."

"Hi." Leanne greeted back, Snarf, who rested on Lion-O's shoulder, let out a little mewl in greeting. Leanne laughed, reaching up and petting Snarf's head, "Hi to you, too, Snarf."

"What are you doing out here by yourself?" Lion-O asked.

"I'm not alone," Leanne said, she turned around, "I'm…" She trailed off, seeing Cheetara was gone, "Well, I _was_ training with someone."

"Training for what?" Lion-O asked, Leanne smiled.

"This!" She turned around and raised her hand, making a small whirlwind that lifted up some leaves nearby and spun them around. Lion-O looked at it with a smile, "Isn't it awesome?"

"Yeah, it is." Lion-O said, facing her again, "Can you train me to predict where the wind will blow?" Leanne puffed out her cheeks in anger and raised her hand so a gust of wind with about the power of a hairdryer would blow in his face.

"No, stupid, I control the wind." She said pointedly, "Is that not amazing?" She jumped up and down excitedly like a child would.

"Yeah, it is." Lion-O said, "Must be the power of the jewel." Leanne looked down at the jewel, then away slightly.

"Yeah, must be…" She looked slightly disheartened by something. Lion-O noticed it, but decided not to say anything.

"Anyway," He said, he held out a cloak, "I'm going into town to get some technology. Want to come with me?" Leanne picked up the cloak, then looked back at Lion-O.

"I thought you guys believed technology was a myth?" She said.

"We do, but that doesn't mean you can't go out and find it." Lion-O said, "So, do you want to come with me or not?"

"Heck yeah, I wanna come." Leanne said, putting the cloak he had given her around her shoulders.

"And when we're done, you can watch my coming-of-age ceremony." Lion-O said, putting on his own cloak and walking away. Leanne followed him, with Snarf close behind.

"What coming-of-age ceremony?" She asked.

"It's something every future king has to go through." Lion-O explained, "To help us master the sword of omens."

"Oh. Cool." Leanne said, following Lion-O out of the castle and into the busy streets of the Thundera.


	4. The Sword of Omens: Part 1

4

Leanne followed Lion-O through the streets of the city until they came to an area that was very familiar, and she recognized it as the seedy part of town where she had lost the guards the first time. Snarf let out uneasy mews as they walked through.

"Relax, Snarf." Lion-O said to him with a laugh, "You think we're gonna get killed every time we come to this part of town."

"That's a pretty decent assumption when you think about it." Leanne whispered to him.

"Where do you think you're going, mutt?" A rough voice shouted. Leanne and Lion-O looked to see, as well as everyone else, a dog that was getting roughed up by a few cats. She recognized them as the posse from before. They threw the dog against a stand, like they had with another dog yesterday. He grabbed this one by the collar as he whimpered and yanked him up, "That's right, pay up or get hurt." Lion-O walked closer to the group, glaring at them. Snarf mewed again and tugged on Lion-O's cloak.

"No, they're not cats, Snarf." Lion-O said, referring to the dog they were hurting, "But no one should be treated like that."

The leader of the gang turned around, glaring at Lion-O's form hidden underneath the cloak.

"What are you lookin' at?" He demanded.

"Whiskers…" Lion-O hissed, Leanne assumed this was a ThunderCat version of a curse word. They watched as the posse surrounded them. Snarf ran and hid behind Lion-O's cloak.

"You gotta pay up, too." The big cat man said, "In the slums, everyone's a dog." He held out his hand for Lion-O's money. His yellow-eyed gaze went over to Leanne, who shrunk slightly behind Lion-O. He raised a furry eyebrow, "Don't I know you?"

Leanne didn't answer, not wanting to cause a panic in the slums like she had last time.

"I have a feeling you're the one who's going to pay." Lion-O said, reaching out and grabbing the cat man's hand painfully and throwing him back. The only female cat member of the group pulled out a knife and was about to put it at Lion-O's throat, before Leanne grabbed her arm and stopped her before she could, bringing her hand down so she could see her face. Her eyes widened at the sight of Leanne, and she smirked.

"Hi," She greeted, she pulled her fist back and, using some of her newfound powers, made a gust of wind increase the speed of her fist as she punched her in the face. The shortest of the group came running at Lion-O, wielding a knife, and Lion-O kicked him back. The last member of the group let out a battle cry as he ran at Leanne with his sword. Snarf ducked between his feet, weaving in and out of them as he ran, causing him to lose his footing before he even got to her. Leanne smiled down at the little creature, "Thanks, Snarf." The little creature mewed happily, then looked worriedly at something behind Leanne's back and she turned to see the big cat man had gotten up and held Lion-O in a chokehold.

"Now, I'm gonna gut you like a fish!" He threatened, tightening his grip as Lion-O struggled against his gigantic arms. Leanne was about to stop him, when something hit him on the back of his head, making him fall temporarily unconscious and drop Lion-O. Leanne recognized the silhouette of the person spinning their staff around before having it go down onto the ground to show that they weren't going to attack anymore.

"Not that I needed it," Lion-O said, adjusting his cloak, "But who can I thank for the assist?" The person stepped into the light and Leanne smiled when she recognized the cleric from the other day.

"Cheetara!" She said happily, Cheetara smiled back at her. Lion-O looked over at Leanne curiously.

"You know her?" He asked, Leanne nodded.

"Yeah, she was helping me train earlier." She said. Lion-O looked back at her.

"Hello—" He cleared his throat when his voice cracked, and Leanne snickered at the sound of it, "Hello there."

"I'm sure the king would not be happy to learn that his son was wrestling alley cats." Cheetara said. Lion-O sighed and pulled his hood off, revealing his red mane of hair. The cats he had been fighting earlier saw this and the leader looked at him with wide eyes.

"He's the _prince?_!" His eyes darted to Leanne and he saw her face, his eyes flashed in recognition as she winked at him, sticking out her tongue, "It's the Wood Forger from yesterday! Scatter!" His goons didn't need to be told twice as they ran off, away from the two of them.

"It's my dirtiest cloak, and it's _still_ a bad disguise." Lion-O sighed with a smile as he adjusted the clip on his cloak.

"What's so important you'd risk your life coming down here?" Cheetara asked.

"That depends," Lion-O said with a smirk, "Can you keep a secret?" Cheetara mirrored his smirk and followed him as he pulled up his hood again. She walked so she would be in-step with Leanne. "It's just a quick little visit to an old friend in the slums. It won't take too long." Cheetara quirked an eyebrow at Leanne as they walked, and Leanne looked back at her, mirroring her look in confusion.

"What?" She asked with a small laugh.

"'That Wood Forger from yesterday'?" Cheetara asked, repeating the words of the leader cat, "What was that about?" Lion-O looked over his shoulder, wanting to hear Leanne's answer. She giggled in response.

"I_ may have_ run into them yesterday." She said with a smile, "And I _might_ have found them being bullies towards another dog, and _perhaps_ I taught them a little lesson. Maybe." Cheetara smirked and said nothing as they kept following Lion-O to the edge of the slums, and Leanne was a bit nervous about traveling down a pathway on the edge of the cliff, but followed Lion-O and Cheetara down, trying not to think about it. She kept her eyes on the wall of the cliff they were passing, and not looking over the edge to the ground waiting below. She wasn't afraid of heights, though. If that were the case, she would never go free-running. No, it was just _falling_ from heights that scared her. It was strange for someone who would actually perform free-running, but that's just how she was. She would push herself in her free-running to try and overcome her fear.

After what seemed to be a risky eternity, they finally reached their destination. Leanne's eyes widened when she saw who Lion-O had come to see. It was the dog she had helped the other day.

"Lion-O!" The old dog said happily when he saw him, "Come in, come in! I have something for you." He went back into his hut. Leanne's eyes met his for a split second before he smiled and the curtain doors fell closed behind him.

"Jorma here sells certain, hard-to-find… collectables." Lion-O explained to the two girls with him.

"I think the proper term here is 'black market items'." Leanne said.

"They're more than that." Lion-O said, going inside. Leanne and Cheetara shared an uncertain glance with each other before following him. What they saw surprised them both.

"What _is_ all this?" Cheetara asked, looking around at everything with wide eyes. Leanne was no different. She reached out to one of the strange things and looked it over. It was definitely technology of some kind, but it was more advanced than any she had ever seen. One looked like the head of a tentacle creature, and she warily fingered one of the metal tentacles and looked at the strange red lenses that might have been its eyes. She looked over at Lion-O and saw he was holding something that looked like a mechanical robot arm.

"It's what's out _there_." Lion-O said, "Beyond Thundera's walls. What the Book of Omens calls technology." Lion-O tossed the robot arm to Cheetara, who easily caught it.

"Doesn't everyone think those stories are just fairy tales?" Cheetara asked, putting the arm down. Jorma went over to something he had covered with a drape and pulled it back.

"You think _this_ is a fairy tale?" He asked, everyone went over to look at the device, and Leanne cocked her head to the side in curiosity. It looked like a big, metal Frisbee, only it was too thick to be one, with a strange indention with a tiny screen covered in vertical lines.

"I think it's probably another fake people like _you_ sell to people like _him_." Cheetara said, pointing to Lion-O, who seemed completely engrossed in the technology before him.

"As cubs, we believe the tales about ships that could fly." Lion-O said, "Maybe everyone else outgrew them, but I didn't. I _know_ there's a bigger world out there." He looked over at Cheetara, and smiled sheepishly, "You think I'm crazy, don't you?"

"I think you're… different." Cheetara said. Lion-O smiled at her, and then gasped as they heard a bell ringing throughout the city, announcing the time.

"Oh, I'm _late_…!" He sighed, he pulled some money out of his pocket and tossed it to Jorma, "I'll take it." He pulled up his hood, smiling at Cheetara, "Maybe next time, I can bail you out of trouble." He was about to run out, Leanne and Snarf following him, when Jorma spoke up.

"Hang on!" Leanne and Lion-O stopped to look back at him as he tossed something in a pouch to Leanne, "For yesterday." Lion-O quirked an eyebrow and looked down at Leanne, who nodded.

"No problem." She said, she looked back at Lion-O, who still looked curious, "Aren't you late or something? Come on!" She grabbed his arm and they dashed out of the hut, heading up the cliff and going as fast as they could to get out of the slums. Once they reached flat ground, Leanne took off down an alley, "Follow me! I have an idea!" Lion-O, not really having any better options at the time, followed her as she climbed up a ladder resting on the side of the wall and onto the roof. When she got to the top, she looked back down at Lion-O, who had Snarf resting on his shoulders, climbing up after her, "We're free running back to the palace!"

"We are?" Lion-O asked as he got to the top, Leanne nodded enthusiastically, taking Snarf from his shoulders and holding him in her arms.

"Yeah, it'll be fun, come on!" She put Snarf on her shoulders as she dashed towards the western side of the roof and jumping off to land on the roof of the building below. Lion-O hesitated at the sudden jump, but moved quickly to jump and landed on the roof, his footing a little unstable. He gave her a small smirk, and Leanne nodded approvingly, "Not bad." Lion-O smiled at the praise until Leanne winked and said, "For a _rookie_!" She ran off to head to the other building, and Lion-O followed her with no hesitation. "Got to keep up, Lion-O!"

"Believe me, I can!" Lion-O said, he heard Leanne laugh as she ran.

* * *

><p>The two of them ditched the cloaks at the entrance of the throne room and ran in where they saw King Claudus, Tygra, and Jaga sitting on their thrones and waiting for Lion-O. He ran up the stairs, while Leanne stopped at the bottom of them, panting harshly as she rested her hands on her knees, leaning over with Snarf still on her shoulders.<p>

"Sorry!" Lion-O said hurriedly with a sheepish smile, "Sorry, sorry!" King Claudus looked a little peeved that he had taken so long, but said nothing as he nodded to Jaga.

"Let us begin this sacred rite of passage, Jaga." He said, Jaga nodded once and raised his staff.

"Guardians of the crown!" He called, "Bring forth the Sword of Omens!" Leanne looked up as she saw a group of clerics, one of which she knew to be Cheetara, come in. Cheetara carried the sword, which was covered with a blue silk of some kind, forward and kneeled before the king. Leanne caught Tygra winking at her, and she gave him an incredulous look.

"Are you _flirting_?" She hissed in surprise, Tygra waved her away, and she rolled her eyes at him.

"While you will one day wear the crown, Lion-O," Jaga said as he pulled off the blue covering, "Only the Eye of Thundera, the source of our power, knows if there is indeed a king inside of you." Leanne looked at the sword, and she couldn't help but notice the similarity between the stone in the sword, and the jewel around her neck. "Take the sword, and become one with it." Lion-O reached out and picked the sword. He walked away from the others and practiced swinging with it.

"You hold in your hands what built the ThunderCats Empire." King Claudus said, "But only he who is deemed worthy can harness its awesome power." Lion-O didn't seem to listen as he kept swinging the sword. "Let me show you what it's capable of in the proper hands." King Claudus stepped away from his throne and took the sword from Lion-O. Tygra, who held a sword looked at his father as he turned away, then he looked back at Lion-O.

"Uh-oh. Catch!" He threw the other sword at Lion-O and he caught it just as his father turned around and swung the sword at him, small bolts of lightning coming from it. Leanne's eyes widened when she saw this, and she clenched her fists when Claudus knocked Lion-O back with his strike. She was about to run over and help him, but she was stopped by a hand and looked to see Jaga was the one stopping her. He shook his head, silently saying Lion-O would be fine.

As their swords clashed, Lion-O just barely defending himself against his father's blows, Claudus spoke, "The book told that it was the ThunderCats, our ancestors, who first defeated Mumm-Ra! It was the ThunderCats who brought law and order to a world of warring animals! And it is now the ThunderCats who are strong enough to maintain this fragile peace!" Claudus raised the sword high and brought it down, the force of it causing Lion-O to lose his footing and he fell back, dropping the other sword. Leanne clenched her teeth, and looked ready to charge, but Jaga still held her back, a little surprised at the protectiveness she had for Lion-O, whom she just met yesterday.

Claudus brought the sword down into the floor, into the middle of the ThunderCats emblem, powerful bolts flying from the blade. Once they had stopped, Lion-O got up and grabbed the hilt of the sword, pulling it out from the floor. He made the same moves his father had, and Leanne watched in awe as lightning came from the sword as Lion-O used it.

"That's it!" Claudus encouraged, "Concentrate!" With every swing Lion-O made, more bolts of lightning came from the sword. Leanne relaxed the grip she had on Jaga's arm, and he felt it was safe enough for him to put it down. He saw Leanne's astonished eyes as Lion-O wielded the sword.

When Lion-O had finished his display of power, he held up the sword, bringing the hilt closer to his face. Leanne's astonished expression turned to one of curiosity as she saw the ends of the sword's cross guard curl up slightly around Lion-O's eyes, and the red jewel in the hilt of the blade began to glow, looking like a cat's eye. Leanne felt something on her chest, and she looked to see the jewel around her neck was doing the same thing. Suddenly, Lion-O and Leanne saw two evil red eyes in darkness, and a wrinkled demon's face appearing in the blade of the Sword of Omens. When it was done, they both gasped, Lion-O moving away from the sword, and Leanne's hand going to her forehead, suddenly feeling dizzy as a result of the vision she saw.

"Lion-O, why did you stop?" Claudus asked. Lion-O looked back at his father.

Lion-O hesitated in telling his father that he saw a vision. Leanne groaned as she couldn't fight the dizziness anymore, and fell onto the floor. Lion-O's eyes widened as he saw it. He dropped the sword and ran to her fallen form, "Leanne!" He gently picked up her head and held it. Jaga came over to Lion-O's side and put his hand on Leanne's forehead. Claudus went over to the sword and looked back at his son and Jaga.

"She's fine, Lion-O." Jaga assured, "It seems she has merely fainted." Lion-O looked at Jaga, then back at Leanne worriedly, moving some of her dark hair out of her face.

"Lion-O." He looked up when his father called his name and looked at him when he brought the Sword of Omens forward, "You abandoned the sword."

"I-I'm sorry." Lion-O said, "It's just… she…" Claudus stopped his son's excuse by holding up his hand.

"The sword is ready, Lion-O, but you are not." He said, he took the sword with him as he walked away. Lion-O frowned sadly, seeing that he disappointed his father again. Jaga stood up, keeping his eyes on Lion-O. He noticed this and looked over at him.

"What?" He asked

"I did not say anything." Jaga replied, he waved his hand and two of his clerics came up, picking up Leanne, "Take her to her room." They nodded and did as Jaga ordered. Lion-O followed them, his blue eyes never leaving Leanne's face.

* * *

><p>Leanne's eyes slowly opened, and she groaned as a sudden bright light filled her vision. She tightly shut her eyes and turned away from it, not wanting to be blinded by it.<p>

"Leanne! Are you alright?" She heard Lion-O's voice ask her. She carefully opened her eyes, blinking quickly at the sudden brightness, and looked around, seeing she was in a room she was unfamiliar with in a large, soft bed. Lion-O was at the bed's side, looking at her concernedly. She moved so she would sit up on the bed, and Lion-O gently steadied her. "Careful." Leanne waved him off and settled herself on the pillows behind her.

"I'm fine." She said, then she coughed roughly. She didn't realize how dry her throat was until just then. Lion-O reached over to a small basin and dipped a small cup in it, coming back up with the water and handing it to her, "Thanks." She quickly downed the clear liquid, welcoming the feel of it running down her throat, relieving its dryness. "What happened?" Lion-O took the empty cup from her and filled it with water again, handing it back to her.

"You fainted." Lion-O said as she took a sip from the cup, but not downing it like she had down before, "Are you okay?"

"Yeah, I feel fine." She said, she brought her hand up to her head, rubbing her temple, "I just… got a little dizzy, I guess." She looked over at Lion-O, remembering what made her faint, "I saw something."

"What do you mean?" Lion-O asked, seeming to be a little wary of her answer.

"I'm… not sure what it was exactly, but…" She looked away from him, "I saw… some kind of ancient-looking lizard guy. He was all mummified and stuff, and he was _laughing_. It was really creepy." Lion-O didn't meet her gaze, knowing she had experienced the same vision he had, "What _was_ that?"

"It was a vision." Lion-O said, making Leanne turn to him in surprise, "I had the same one." He looked up at her, "Listen, don't say anything about what you saw to anyone else, okay?"

"Why?" She asked, "Isn't it kind of important that they know we had the same vision?"

"Well… It's just… I don't want my father to worry." Lion-O said, "So don't say anything, okay?" Leanne sighed, nodding her head.

"Fine." She said, crossing her arms and moving to get out of the bed. When her feet hit the floor, she noticed something was different about her appearance. "What the heck?" Her clothes had changed, instead of her tank top and cut jeans she was in a dark blue, sleeveless tunic, with a red crystal resting just underneath her bosom, and her pants were a shade of white, the ends of it hemmed with a pair of buckles. On her feet was a pair of blue and white sandals that wrapped around her ankles. She looked over herself, turning around, "What happened to my clothes?"

"Oh, they changed them." Lion-O said, "Apparently, your old clothes stunk a little from our little free-running trip back home, and the maids weren't exactly happy with the idea of you stinking up the sheets, so they dressed you and put you in here."

"They… dressed me?" She asked, "So, they saw me naked?" Lion-O shrugged. Leanne shuddered, "Dude! Invasion of privacy!" Lion-O chuckled at her reaction, but he stopped once she narrowed her eyes at him suspiciously at him, "You didn't watch, did you?"

"_What?_! No! No, of course not!" Lion-O said quickly. Leanne's suspicion didn't disappear as she pointed her finger at his face.

"If I find out that you _did_, I will _kill_ you." She said, she stopped once she heard a loud horn going off, "What's that?"

"It's the alarm." Lion-O said, he grabbed Leanne's hand, "Come on." He dashed off to the lookout point at a high point of the castle, Leanne's hand never leaving his as they dashed up to where Claudus, Tygra, and Jaga already were. Claudus looked through a telescope to see what was coming and saw a huge yellow and dark green stone being moved forward by a huge group of animals.

"It can't be!" He said with a laugh as he put the telescope down, "It _can't_ be! At long last!" He turned around and Tygra and Lion-O followed him.

"What? It can't be what?" Leanne asked as she followed the cats, having no idea what was going on. They went down to the stables and mounted some strange creatures that Leanne had never seen before. They were like horses in height and build, but nothing like them in appearance. They had thick, light blue fur, and a face that reminded her of some kind of rodent. Lion-O held out his hand to her once he got on the saddle.

"Come on." He said, Leanne hesitated and Lion-O smirked as she looked at the creature, "Don't worry. He doesn't bite."

"It's not the biting I'm worried about." Leanne said as she took his hand and he lifted her up onto the saddle in front of him. Lion-O whipped the reins on the creature and they took off after Claudus and Tygra. Leanne squeaked at the sudden movement and scooted back into Lion-O, grasping his arms so she wouldn't fall off. Lion-O couldn't help himself as he chuckled at her scared state. She heard him and glared at him, slapping his chest, "Shut up!"

"Sorry, sorry." Lion-O said, the creature galloped through the front gate and towards the huge stone. Leanne's eyes widened when she saw that the animals pushing it forward was a huge group of lizards, who must have been the slaves of the cat standing on top of the huge stone. The lizards glared at her and Lion-O as they passed by and Leanne couldn't help but feel a little sorry for them. She looked up, seeing the cat on top of the stone was a big, brown cat. He wore what must have been armor, and had only one saber tooth sticking out of his mouth. He was a big cat, bigger than Claudus, and definitely younger than him. Tygra, recognizing the cat, had his creature go faster as the large cat had all the lizards stop walking for a small break.

"Grune!" He said happily as he dismounted from his animal and ran over to the stone.

"I come bearing gifts!" The cat, apparently named Grune, called back from the top of the stone, "I know it's not much now, but just wait until the Thunderian stone cutters are done with it!" He jumped down from the stone, which must have been over thirty feet high, and landed before Claudus and Tygra just as Lion-O was dismounting and Leanne was following him off.

"Are you a sight for sore eyes, old friend!" Claudus said happily as he went over to Grune and they shared a brotherly embrace. When they pulled away, Claudus looked around him, "And where is our dear friend, Panthro?" He looked back at Grune, who shook his head solemnly.

"He fought valiantly." He said, "Alas, he came up against a force that was too powerful for even _him_ to overcome." He took out a small, leather bag and pulled out what looked like a pair of clawed nun chucks and presented them to Claudus. "It is only through his sacrifice I stand before you today."

_"Lies."_ A voice whispered in Leanne's ear, she jumped and looked at Lion-O, thinking he was the one that said it.

"Why do you think that?" She asked him, Lion-O looked at her confusedly.

"What do you mean?" He asked.

"You just said he was lying." Leanne said, "…Didn't you?" Lion-O shook his head.

"I didn't say anything." He replied. Leanne hummed thoughtfully.

Claudus took the nun-chucks from Grune, a sorrowful expression on his face.

"Tomorrow, we will mourn this great loss." He said, he put his hand on Grune's shoulder, "But today, we celebrate the return of Thundera's greatest general!" Grune nodded. He looked behind Claudus and smiled at Tygra. He walked over to him and they clasped their hands in a rough, friendly greeting.

"It's good to see you, Tygra!" He said with a laugh, "You certainly have grown since I saw you last!" Tygra laughed in response.

"It's good to see you, too!" He replied, he released Grune's hand, and he went over to Lion-O, doing the same greeting to him.

"Welcome back, Grune." Lion-O said with a smile. Grune sighed happily as he released Lion-O's hand.

"It's good to be back." He said, his smile grew slightly, "And you seem to have grown as well!" Lion-O chuckled in response. Grune's eyes wandered behind Lion-O, and rested on Leanne, who looked back at him suspiciously. "And who might this be? Another pet for you, Prince Lion-O?"

Leanne's eyes blazed in fury at his sudden assumption.

"_Pet?_!" She repeated angrily. She clenched her fists and grit her teeth angrily as she started to march over to him, "I'm not a _pet_ you furry little—!" Lion-O grabbed her and restrained her, covering her mouth so she wouldn't be able to finish.

"This is Leanne." Lion-O said, struggling to keep the girl in his grasp, "She's a friend of mine." Leanne let out loud, incomprehensible screeching noises towards Grune. She lifted up her middle finger towards him, still trying to speak through Lion-O's hand. Grune looked at the lifted finger curiously, not knowing what the gesture meant. Lion-O tried to get her to be still, but she would not, eventually, she got her mouth free from Lion-O's hand.

"—Arrogant S.O.B fuzz ball! I oughta—!" She growled out before Lion-O quickly covered her mouth again.

"She's new here." Lion-O said, still restraining her. Finally, Leanne got tired of him holding her back and used some of her newfound air manipulating powers to push Lion-O back and let her go. Grune's eyes widened at this, then his eyes went to the red jewel hanging around her neck.

"I'm gonna throw you into the nearest mountain top and turn you into the next Mount Rushmore!" Leanne threatened as she came over to him. Her threat was met with a reaction she didn't expect.

Grune _laughed_.

He reached out and put his hand on her head, ruffling up her hair the way a man might do to a child. She let out an unhappy groan as he did so.

"Ha, ha! Oh, she's feisty, this one!" He said, Leanne smacked his hand away and tried to straighten up her hair. She almost fell over from the force of Grune's hand patting her back, "I hope you'll stick around for the celebration, it's going to be a hoot with you!" Leanne glared at his back as he walked away, joining Tygra on his riding creature and they took off, having the lizards continue to bring the jewel into the city. Lion-O came up next to her, holding the reins of his riding animal looking at her warily as she glared at Grune.

"I don't like him." She said to Lion-O.

"You'll come to like him." Lion-O assured, he mounted the riding animal, and Leanne got up behind him, following the others towards the palace. Leanne stole a glance back at the lizards who were pushing the huge stone forward, still looking angry and miserable. Her scowl in anger towards Grune faded into a sad smile, and she wrapped her arms around Lion-O's waist, resting her head on his back sadly as they went through the front gate. Lion-O looked at her confusedly over his shoulder, but didn't say anything.

* * *

><p>That night, the huge stone was brought into the middle of the city's square, where streamers and lanterns had been set up for decoration of the celebration. Leanne stood next to Lion-O as Claudus addressed the crowd of people.<p>

"It was many seasons ago when I set out Generals Grune and Panthro to find the fabled Book of Omens." He said, "While it remains lost, Grune has returned with tales of adventure, great treasure, and new lands to conquer! Today, we show him our appreciation!" Grune stepped forward, and the crowd cheered loudly, applauding him and his efforts.

A second later, music began to play, and people began to dance. Leanne soon found herself swaying in time to the beat of the music not long after it had begun to play. Lion-O noticed this and smiled, holding out his hand to her the way a gentleman might. She jumped and looked at him in surprise.

"May I have this dance?" He asked with a smile. Leanne smiled back and took his hand, letting him lead her out onto the dance floor. Once out, Leanne noticed how some people shied away from the two of them, and she realized why. She was human. She was strange and different, and she terrified them. She hesitated a little in dancing, and Lion-O saw her discomfort as she looked around at all the people. "What's wrong?"

"Maybe… we shouldn't." She said, Lion-O looked around at all the people who were looking at them, and they quickly turned away. He frowned slightly, then looked back to Leanne.

"It's fine." He said, he took her hands in his and they began to dance, "Don't think about them. Right now, it's just you and me, okay?" Leanne blushed a little at his words, knowing how a lot of movies used those words in romantic scenes, then nodded. They danced to the lively beat, laughing every now and then when Leanne got a little confused on the steps and accidentally stepped on Lion-O's foot. They stumbled around every couple of steps, and when Snarf decided to join them, Leanne couldn't stop herself from laughing as the little creature weaved itself in and out of their feet. Eventually, they had to stop dancing so they wouldn't fall over. Leanne reached down and picked up the little pet, planning on giving him to Lion-O, but was surprised when he waggled his way out of her arms and onto her shoulders. Lion-O didn't seem to mind Snarf picking her shoulders over his, and he gently scratched behind one of his ears, making him purr happily.

"You want to get something to eat?" Lion-O asked, Leanne nodded and the two of them left the dance floor, heading over to where a huge feast was set out for everyone to eat. As they walked towards it, they passed by a pair of stocks where two lizards were locked inside. Leanne watched as two cat boys came up and started nailing them with, what looked like, purple tomatoes. Leanne felt her blood boiling in anger as they did so, and started marching towards them. Lion-O immediately noticed her absence from her side, "Leanne?"

"Hey!" She snapped at the two kids, "Cut that out!" One of them chucked one last tomato at the lizard, and Leanne started charging towards them, "I said _quit it_!" They dashed away from Leanne and one took a tomato and flung it at her, having it land on her arm when she put it up defensively.

"Freak!" One of the boys jeered. Lion-O growled and ran up to Leanne's side, scaring the two boys away as she tried to wipe off some of the strange vegetable juice on her skin.

"You okay?" Lion-O asked, Leanne nodded her head.

"Fine." She said, she looked over at the lizards and walked over to them. She looked at the two of them pitifully, then turned to one and asked with a soft, genuine smile, "Do you want some help wiping that off? It probably doesn't smell too good." The lizards looked at her in surprise, and the one she had asked nodded his head. Leanne looked around, and saw a bucket of water, which she assumed was given to them to drink, and brought it over. She ripped the hem of her shirt off and dipped it in the liquid before carefully wiping the purple juice from the lizard's face. When it was all washed off, she walked over to the other one to do the same, but he just hissed angrily at her, making her jump back.

"We don't need your pity!" He spat. Leanne's expression was blank and she stepped back, letting the lizard hang onto what little pride he had left.

"She was just trying to help." Lion-O said, stepping up and giving the lizard who had turned away her offer a harsh look.

"No, Lion-O, it's okay, really." Leanne said, holding up her hand to get him to stop.

"Please, your majesty!" The other lizard begged, recognizing his name, "Show mercy!"

"Why should I?" Lion-O asked, "If the roles were reversed, you'd have lopped my head off by now."

"We were only scavenging for food!" The other said, "When we were captured as slaves…" The other lizard hissed at him, making him stop.

"Forget it!" He said, "Looking for mercy from cats is like trying to squeeze water from a stone." He glared at Lion-O when he said this. Leanne looked at Lion-O in surprise, wondering if the ThunderCats really were such a murderous people.

"Hold your tongue, fool!" The other yelped worriedly, "They'll kill us!"

"No." Lion-O said to the first lizard calmly, "I want to hear this." He turned to the other lizard, "What do you mean?"

"We only attack to survive." The second lizard said, "You control the best lands and resources, leaving the rest of the animals to fight over _scraps_! If we steal your crops, it is to feed our _children_!" Lion-O turned his gaze to the ground, his eyes clouded in thought. Leanne stiffened slightly in anger when she saw Tygra, who she still didn't like very much, come forward and put his arm around Lion-O's shoulders.

"You're not taking this criminal seriously, are you?" He asked Lion-O with a joking grin.

"_Criminal?_!" The lizard hissed angrily, "The lizards' only crime is being weaker than the cats! And it's the same for all animals." He turned his eyes to Leanne, "And whatever you are." Leanne scowled slightly.

"Human, I'm a human." She corrected, not seeing how both lizards eyes flashed in recognition of her word.

"Let's go." Tygra said to Lion-O, "It's time for the games." He walked away, and after a moment, Lion-O and Leanne followed him.

* * *

><p>Leanne was surprised when she was invited to sit with Lion-O, along with his father, brother, and Grune. By Tygra, no less. She was pretty sure he still hated her and had no want to have her sit with him at the same table, but he still invited her. Still, having an incurable curiosity, she asked him why.<p>

"Lion-O had a chair set up for you." Tygra replied. It made sense. After all, Lion-O was a good friend of hers, and she was a good friend of his, and she was fairly certain he didn't really have any other friends other than, maybe, Tygra.

Now, she sat next to Lion-O at the big table that had the best seat for the games. At the table were his family and Grune, along with a picture of a cat that looked like he was going bald with a scar over one blind eye.

"These games are dedicated to the life of an outstanding general, and loyal friend." Claudus said, addressing the crowd before he started the games, "Who gave all he had in the name of Thundera." He raised his goblet up high, "To Panthro!" Lion-O, Tygra, and Grune did the same, and Leanne quickly copied them by lifting her own goblet and repeating what Claudus had said when everyone else did.

"To Panthro!" The crowd cheered loudly once they had done this, meaning it was time for the games to start. Leanne looked at the center of the arena, where a large arrangement of thick branches had grown out of something resting beneath the surface of the huge pool of water. She watched as two cats began to climb up the branches, each one doing whatever they could to knock the other down into the water.

She leaned over to Lion-O and whispered, "So, how does this game work, exactly?"

"It's a race, kind of." Lion-O said, "See, they're both racing to the top where that big bell is, and whoever rings it is the winner. In order to win, they have to knock the other one off the branches to make them fall into the water, and they aren't allowed any weapons." Leanne nodded, understanding the basics of the games.

"_Ah_," Grune sighed as he ate some ripe grapes, "It truly is the little things you miss most." Leanne couldn't help but think of the lizards she had spoken to a moment ago, who talked about how the cats had all the best lands and resources, and how the other animals had nothing.

"I imagine it was the experience of a lifetime." Claudus replied.

"When you were out there, did you see any… technology?" Lion-O asked eagerly. Leanne mentally groaned, leaning back in her chair.

"Don't ask him stupid questions, Lion-O." Tygra said, Lion-O frowned at him.

"I see nothing has changed, Claudus." Grune said, speaking to the king, "One son with his head on his shoulders, the other still with his in the clouds." He turned to Lion-O, "I'm afraid, Lion-O, I encountered all manner of beast and warrior, but nothing even _resembling_ technology. We did everything we could to find the book." Lion-O's hopeful expression fell.

_"Lies."_ A voice whispered in Leanne's ear. She jumped again and looked over at Lion-O.

"_Again_ with that?" Leanne asked Lion-O quietly, who looked at her confusedly.

"What?" He asked, not understanding, "What are you talking about?"

"Maybe I'm just hearing things…" Leanne muttered, cleaning out her ear with her finger.

"Perhaps what the skeptics say is true," Tygra began, "The books existence is no more real than its stories of technology and Mumm-Ra." Leanne's ears pricked at the name, wondering just who this Mumm-Ra person was.

"I see so much of me in you." Grune said to Tygra as he put his arm around his shoulders, "You would have made a great king. But such honors must be reserved for the bloodline!" He glanced at Lion-O when he said this.

"Lion-O will be a great king." Leanne said, speaking up for her friend. Lion-O looked at her, slightly surprised at her words.

"Of _course_ he will," Tygra said, "I just would have made a better one!" Grune laughed heartily at his words.

"Doubt it…" Leanne muttered before taking a sip of the drink in her goblet, then grimacing slightly at the strong taste of wine.

"You're just _so_ perfect, aren't you, Tygra?" Lion-O asked with a sarcastic bite.

"Thank you, Lion-O." Tygra replied with a smirk.

"Too bad you're afraid to get your tail kicked in front of your hero!" Lion-O snapped, standing up from his seat and pointing at Tygra.

"Now's not the time." Tygra said in a warning tone as he stood up from his seat, giving Lion-O a hard look.

"Oh, I'd say now's the _perfect_ time!" Grune said, pointing to the arena in front of them, "Why don't you two have it out? Whoever rings the bell is the winner."

Lion-O and Tygra glared at each other, "You're on." Lion-O growled.

"Oh my God…" Leanne muttered, resting her forehead in her hand.

* * *

><p>Leanne looked down at where Lion-O and Tygra were waiting at the base of one of the biggest branches in the arena. A trumpet sounded, and Lion-O took off, clawing his way up the branch, heading straight for the bell. Tygra was only a little ways behind him, then he jumped up behind him, and Lion-O shot out his leg to kick him away, but Tygra blocked it and punched Lion-O's face, making him lose his grip and fall. Leanne stood up when she saw him falling, and Grune noticed her reaction to Lion-O being in danger. Lion-O bounced off one of the branches, and then flipped over, landing on all fours the crowd cheered loudly at Tygra's move. Lion-O dashed up the branches, going up to Tygra. He tried to knock him off with punches and kicks, but Tygra easily blocked them. Finally, Lion-O landed a hit on his face and he tried to kick him off, but Tygra caught his foot and pushed him away and he kept climbing up the branch as Lion-O tried to regain his footing. Tygra said something to Lion-O that Leanne couldn't make out, but whatever it was, it aggravated Lion-O and he ran up to where Tygra was standing, waiting for Lion-O to come to him. He lifted his fist, ready to punch Tygra, but he was faster than him, and punched Lion-O back, making him fall down into the water. Then, he did a victorious stroll to the bell and jumped up on top of it, making it ring when he swung on it.<p>

Leanne sighed in relief when she saw Lion-O's head poke out from the water. She walked away from the table, planning to go where Lion-O was getting out of the arena.

When she met him at the entrance, a servant who had been waiting gave him a towel to dry himself off. Leanne went up to him, putting her hand on his shoulder in a comforting way, and he shrugged it off. Leanne, determined not to let him just walk off on his own, followed him.

"Lion-O, it's not that big a deal." She said as he walked to his room, "There's no need to get so worked up over it."

"No, there _is_." Lion-O said, turning to her, giving her one of the hardest looks she'd ever seen him wear, "Do you know what he said to me? When it comes to everything but the crown, I'll _always_ be second best, and he's right." He turned away and kept going to his room. Leanne kept going after him.

"He's wrong." She said as they walked, "Lion-O, there are so many things that you can do that Tygra can't."

"Like what?" Lion-O snapped, "Name one thing!"

"Well," Leanne began quietly, slowing down until she stopped, "Tygra can't see past appearances like you can." Lion-O stopped at her words, his ears pricking up, "Everyone in this place looks at me like I'm some kind of freak, and when you compare me to the average person, yeah, I guess I _am_ kind of a freak. But you didn't see me like that!" Lion-O looked back at her and looked at the sincere expression on her face, "You looked at me, and saw me for who I really was: A scared, confused girl, who had no idea where she was, or how she got there, and just needed someone to be her friend." She walked up to him, "That's something Tygra can never do. That's a gift, Lion-O. Not a lot of people can look past… this!" She gestured to herself, "And see me for me. Not for how I look." She smiled gently at him, and he smiled back.

"Thanks, Leanne." Lion-O said, Leanne smiled back.

"No problem." She said, they kept walking to Lion-O's room. When they walked in, Snarf looked up from his place where he was napping on Lion-O's bed, and dashed towards them. He jumped up at Lion-O's legs, and he petted his head. Snarf went up to Leanne and she picked up the little creature, laughing as he climbed on her shoulders again. She looked over at Lion-O, and her eyes widened when he pushed away part of the wall to reveal a secret hiding place. Lion-O reached inside, and pulled out the piece of technology he had bought from Jorma earlier that day. They walked down the hallway, and as they passed by a pair of servants, they started whispering to each other, their eyes shifting to the two of them. Leanne looked back at them, and they quickened their pace, but didn't stop whispering. She looked back at Lion-O, and saw his expression fall. He sighed as he went up to a balcony that overlooked where the festival was.

"It's official." He said as he looked over the piece of technology he had bought, "They think I'm a failure. And they always will unless I can prove I'm not chasing a childish dream."

"Lion-O…" Leanne sighed, not wanting him to start being depressed again, "You will. I told you all about technology from my home."

"Yeah, but that's a completely different world!" Lion-O pointed out, "How am I supposed to prove it, when even Grune said there was no tech out there?"

"Don't let what Grune failed to see stand in the way of what you believe." A voice said, the two of them looked to see Jaga walking towards them, and Leanne saw Lion-O hide his technology behind his back. "The book says that our greatest king will possess the ability of sight _beyond_ sight."

"You mean like… having visions?" Lion-O asked.

"More than that, Lion-O." Jaga said, "It's the ability to lead with clarity. For sight is useless without action." Lion-O looked away from Jaga for a moment, thinking, then looked back up at him.

"There's something I need to talk to you about, Jaga." Lion-O said, thinking that he should hear about his vision he had seen.

Jaga put his hand on Lion-O's shoulder, "There will be time to talk later," He conspicuously moved Lion-O so he would go down the hallway in the direction to the festival below, "There's a party still going on. Enjoy yourselves." Lion-O smiled at the old cat man, and he smiled back.

"Thanks, Jaga." He said, he started walking to where the festival was, but Leanne didn't follow him. He noticed her absence and looked back at her, "Aren't you coming?"

"In a second." Leanne said, leaning back on the balcony, "I'll meet you there." She waved him away, and Lion-O hesitated in leaving, but did as she asked and headed to the festival without her. Once he was gone, Leanne looked back at Jaga, "I have a question, Jaga."

"What is it?" Jaga asked.

Leanne's hand unconsciously went to the necklace she wore, her fingers tracing the shape of the red jewel embedded in it, "This Jewel of Omens thing… Can it… talk?"

"I'm not sure what you mean." Jaga replied.

Leanne looked down at the necklace, "Earlier… When, uh… a person was talking," She didn't think it was a good idea to tell him that one of the heroes of Thundera was a liar, "I heard this voice in my ear, and it just said 'lies'. And when I heard something else, it said it again. I thought it was Lion-O saying it, but he swears he didn't say anything." She looked back up at Jaga, wanting an answer.

Jaga hummed thoughtfully, putting his hand to his chin, "It is said that the bearer of the Jewel of Omens will be able to know the truth in all things… But, I always thought that this was only lore. I didn't believe it to be true."

"So, what does that mean?" Leanne asked, "The whole 'truth in all things' deal. Is it some kind of lie detector?" Jaga put his hand at his side.

"Perhaps," He said, "Or perhaps, it will be able to reveal to you the truth in all things, when you ask or not."

"God, you are just _full_ of mysterious metaphors, aren't you?" Leanne asked sarcastically, Jaga only smiled in response.

"Would you like a hint?" He asked.

"_Yes!_ I want a freaking hint!" Leanne said, Jaga chuckled.

"Your answer, I believe, lies in your past." Jaga said, "Your family tree wasn't _always_ a family tree." With that, he took his leave, and left Leanne to ponder his words.

"My family tree…?" She said quietly, putting her hand to her chin in thought. She hummed thoughtfully, and jumped when she felt someone nudging her, and looked down at Snarf, who had remained with her when Lion-O had left. He let out a worried mewl and Leanne turned to him fully, "What is it, Snarf?" He used his paw to point to where Lion-O, Tygra, and Cheetara were fighting a group of cats outside the stocks where the two lizards were. "Oh, no…" Snarf quickly climbed up onto her shoulders, and held on tightly as she ran from the balcony, heading over to where the others were. She cursed under her breath when she saw how intense the fight was getting, and realized that she might not be able to get there in time to stop anything horrible from happening.

Thinking quickly, she looked around, and found a tapestry hanging on the wall. She ran over and took it down, grasping both ends tightly in both hands and she stepped onto the balcony railing with Snarf still holding onto her shoulders.

"Hang on tight." Leanne told him, watching as he curled into her neck at her words, "I'm not sure if this will work or not, but it's worth a shot." She raised her hands up and jumped off the balcony and, using her abilities, had an updraft of wind blow into the tapestry, causing her to go upwards. She pulled different parts of the tapestry to direct herself to where they were. When she was right above one of the cats that was about to come at Tygra's back, she released the tapestry from her hands and fell on top of him. His loud grunt of pain when she landed on him caught Tygra's attention and he looked back at her, then at the man below her. Neither of them noticed Snarf scurrying away from the crowd to find a safe place to hide.

"Thanks…" he muttered, surprised she would help him.

"Don't read too much into it." Leanne said as she got up. One of the cats ran at her, holding up a bat, and she blew him back with a wave of air. Soon, she was surrounded by cats, and she was fending them off as best as she could, punching, kicking, and using her powers to keep them away, but she didn't try to seriously injure them. Eventually, someone's back touched hers, and she jumped back at the same time they did, and she saw it was Lion-O.

"When did you get here?" Lion-O asked before he punched a cat back.

"Just now." Leanne said, kicking a cat down before he could hit her.

"How?" Lion-O asked, yanking on the back of her shirt and pulling her away from a cat that was about to come at her back.

"I borrowed a tapestry." Leanne said, she grimaced when she saw how some of the cats were trampling over it once it had landed on the ground, "Okay, maybe 'borrowed' isn't the right word…" Lion-O didn't ask her what she meant by that as he grabbed one cat by the collar of his shirt and got ready to punch his face, but was stopped by someone's voice.

"Lion-O!" He looked up to see his father, Grune, and two guards approaching. He dropped the cat and looked up at his father, "What is going on here? Protecting _lizards?_!"

"No, I'm protecting _us_," Lion-O said, he gestured to the lizards, "From turning into the very cold-blooded creatures we fear! These lizards did nothing, and should be released!"

"Release them?" Claudus repeated in shock, "Don't be foolish! As Lord of the ThunderCats, it is my duty to keep our people safe. And one day, it will be yours."

"You wanted me to start acting like a king," Lion-O began, "Well this is it. And I don't think the only way to rule is with a sword. Maybe we'd have less trouble with the lizards if we weren't always repressing them!" Claudus looked at his son thoughtfully, and then nodded once. The two guards that had come with him released the lizards from the stocks, and before they had a chance to thank Lion-O, the guards shooed them away.

"My lord," Grune said in a warning tone.

"Consider this an act of goodwill between the species." Claudus said. He walked towards Lion-O, "Perhaps now, you might show some goodwill of your own, and take your responsibilities as prince more seriously." Lion-O nodded once and Claudus turned away, he, Grune, and the guards walking away. The crowd Lion-O had been fighting dispersed, and Lion-O started to walk towards the palace walls. Cheetara came up to Leanne's side.

"Come on," She said, putting her hand on Leanne's shoulder, "I'll take you up to your room." She said, Leanne nodded and let her lead her up to the room she had woken up in earlier. It was only after Cheetara had bid her goodnight and after she had dressed for bed did Leanne notice Snarf's absence. Becoming worried for the small creature, Leanne left her room to go and look for him. She found him in front of the huge stone that Grune had brought with him, which still rested in front of the castle, even though the celebration had ended hours ago. She smiled when she saw him making faces in his reflection in one of the large yellow stones sticking out from it.

"Snarf!" He looked over at her, and let out a happy cry when he saw her, jumping into her open arms. Leanne laughed, "Come on. It's late. You want me to take you to Lion-O's room?" Snarf let out a low, unhappy grunt as he snuggled into Leanne's arms. "Or, do you just want to sleep with me in my bed?" She giggled as Snarf suddenly reached up and started licking her cheek like a puppy dog, "Okay! Okay!" She shifted him in her arms so she would be more comfortable carrying him. She put one hand under his rear end, and the other rested on his back, his front paws resting on her shoulder and looking behind her as they walked.

Neither of them saw the snake-like silhouette appearing in the yellow stone where Snarf had been looking at his reflection.


	5. The Sword of Omens: Part 2

5

Leanne jolted awake in a cold sweat, having experienced the same nightmare she had the previous night. Her sudden awakening caused Snarf, who rested at the foot of her bed, to jump up in fear, hissing on instinct. Leanne panted as she put a hand over her racing heart, wiping away the cold sweat on her forehead. She looked over at Snarf, and saw all the fur on his back was standing on end.

"Sorry, Snarf," She said, holding out her hand to him, "I didn't mean to scare you." Snarf was a little hesitant to approach her, but he did, and he rubbed his face up against her hand, letting her pet him. Leanne looked out her bedroom window and saw that it was well into the later morning. "How long have I been asleep?" She asked aloud. She looked to Snarf for an answer, but didn't receive anything other than a blank stare, "Oh, right. You don't talk." She swung her feet over the side of the bed and began walking towards the door, Snarf jumped off the bed, following her as she opened the door and headed out. "How about some breakfast?" Snarf mewed happily and followed her as she walked down the hall.

As they walked, Leanne couldn't help but look at the end of the shirt she was wearing, and laughing a little as she realized it looked like she was wearing a short, white dress. As she passed by Lion-O's room, she heard someone speaking, and she paused. She moved so her back was against the wall, listening to everything that was said.

"Now is not the time to be tinkering with junk." Tygra's voice said, "People think you're crazy as it is."

"It's not junk, it's technology." Lion-O said, Leanne heard the sound of a screw squeaking as it was being twisted out, "I don't care what they think." Leanne peeked in through the doorway and saw that Lion-O was messing around with some technology he had bought in something of a study, with pictures and schematics of the technology he had taken apart hanging on walls all around the desk he was sitting at.

"Maybe you should." Tygra said, "People are talking about you pardoning those lizards. They say it's another example of you not taking your position as heir to the crown seriously."

"We've been at war with the lizards for generations," Lion-O said, trying to open up the technology he had in his hands, "Maybe it's time to look at things differently."

"That's your problem." Tygra said as he reached down and picked up another little tech device that Leanne had no clue about. "You look at lizards and see victims. You look at junk and see mythical tech. When are you going to grow up?" Lion-O stood up from his chair and snatched the technology out of Tygra's hands. He looked at it for a moment, then looked up at Tygra.

"When I do, I hope I'm nothing like you." Lion-O said, Tygra growled threateningly at him. Leanne, thinking this was not the best time to be eavesdropping, tried to make a quiet, quick escape to find the kitchen and get some breakfast. Her foot stepped on something, and she yelped as she lost her footing from it and fell over. The two cat brothers heard her cry and went over to the door to see Leanne lying on her back, holding her head, rubbing a tender spot she had hit. They looked to see she had tripped on the scroll that bore her family tree. She looked back up at them, seeing Tygra's hard stare, and Lion-O's blank one.

"Um…" She tried to come up with a decent excuse as to why she was there, "I tripped." Tygra said nothing as he walked away, and Lion-O held out his hand to help her up, which she readily took. "Sorry."

"…How much did you hear?" Lion-O asked once Leanne had steadied herself and stood before him. She bit her lip guiltily, turning away.

"I heard enough…" She said quietly. Lion-O sighed, but it didn't sound like he was upset about her overhearing him. He simply walked back into his room to go back to the piece of technology he was trying to figure out. Leanne reached down and picked up her family tree, wondering how it had gotten there, then her eyes spotted that name again.

_Alphonse Redoric_

She looked over at where Lion-O was still working on the technology, and she walked in.

"He's wrong, you know." She said, making him look up, "You're not crazy."

"Maybe not," Lion-O said, turning his attention back to the screws on his piece of technology, "But everyone thinks I am."

"You're not crazy. Trust me, _I_ know crazy." The way she said her words, like she was slightly afraid of something, made Lion-O look up at her, grasping her family tree in her hands. Her eyes were on the floor, then she looked back up at him, "Lion-O, can I tell you something?"

"Of course," Lion-O said, putting his full attention on her.

"Promise not to tell anyone else?" She asked him, Lion-O nodded.

"I won't tell anyone." He said, he put his hand over his heart, "Or may I have my tail cut off in full view of the people of Thundera."

Leanne smirked a little at his promise. Then she took a deep breath in and out as she unrolled the scroll and pointed to Alphonse Redoric's name, "Do you see that?" Lion-O read the name, and then looked back up at her, "Did you know he was a famous man a few hundred years ago?"

"He was?" Lion-O asked in surprise, Leanne nodded.

"He was charged and convicted of the crime of performing witchcraft." She said, she rolled the scroll back up, "He was hung by a noose, and then thrown into a river, where he died of asphyxiation." Lion-O grimaced.

"Why go so far to execute him?" Lion-O asked.

"He was a warlock." Leanne said, "Everyone was incredibly superstitious back then, and witchcraft was seen as an evil thing. They had to make sure he didn't use his witchcraft powers to rise from the dead." Lion-O gave her an odd look, "I know, it's weird, but that's just how it was back then." She sighed and turned around, "Now, there's something I need to show you." She grabbed the back of the old shirt she wore and pulled it up, revealing a huge, red, cross-shaped scar on her back. Lion-O's eyes widened when he saw it. "His history followed my family for years. The Redorics were commonly known for being insane, or just for doing black magic." She released the shirt and brought it back down, turning back to Lion-O, "When I was a little girl, without realizing it, my mom had moved next door to this crazy religious family. At first, they didn't think we were doing anything, until they saw a witch costume I was wearing for a party. The next day, they grabbed me as I was walking home from school and tied my limbs to some posts and had me on my stomach. They stripped me, and…" She took a shaky breath in and out. Lion-O could see how hard this was for her and reached out, his hand touching her shoulder.

"You don't have to tell me." Lion-O said, "I can tell just as much from looking at that scar." Leanne looked at him, and Lion-O saw the fear hiding behind them from her memory, "They gave it to you, didn't they?" Leanne nodded.

"They said it would cure me of my demonic-ness." Leanne said, "Or, something like that, I think. They kept on talking in Latin, or whatever language that was. When my mom figured out I was late coming home, she called the police, and they found me in their basement before they sealed the wound with something. I forget what it was." Lion-O stood up and walked over to her, putting his hand on both of her shoulders. Leanne leaned in and wrapped her arms around his waist, putting her head on his chest and resting it there. Lion-O returned her embrace, resting his chin on her head.

"…Why are you telling me this?" Lion-O asked softly.

"Well, one: to prove you're not as crazy as everyone thinks you are," Leanne said, making Lion-O smirk a little, "And two: …Because you're my friend. I trust you." Lion-O held her a little closer.

* * *

><p>Leanne laughed as she played with Snarf, tickling his yellow belly, then pulling her fingers away, watching as he still squirmed as if she were still going for only a moment. He stopped and looked up at her, then rolled over and jumped up into her lap, reaching his paw up to her face. Leanne laughed and was about to tickle him again, but jumped when she heard a loud horn go off. It was the same one that announced Grune's arrival, but this one was different, it kept going off instead of just making one, long sound. She got up, Snarf trailing close behind her and she looked out of her bedroom. She saw people suddenly rushing around, and she ran down the hallway to Lion-O's room to find that he was just coming out of it.<p>

"What's going on?" She asked him. Lion-O turned to her, just noticing that she was there.

"I think we're about to be attacked." Lion-O said. He dashed off somewhere, and Leanne and Snarf quickly followed him, going to a lookout point where Claudus, Tygra, Grune, and Jaga already were. They looked out, and on the horizon, Leanne could see the smokestacks from fires made by the enemy, whoever they were.

"This attack comes not a day after I pardon two of those filthy beasts!" Claudus growled, glaring at the oncoming enemy. Leanne was surprised to hear that the lizards were attacking, she would think that the lizards that were pardoned would have done something to stop the attack. Claudus turned to Lion-O, "Now do you see the results of leniency?"

"I was only trying to act like a prince." Lion-O said.

"You undermined our power and made the cats look weak!" Claudus said, turning away, "It's no wonder everyone thinks your brother should be king." His words struck Lion-O like a blade to his heart, and Leanne could see it in the look on his face. Angered by Claudus, she marched up in front of him, stopping him.

"Lion-O was trying to make peace!" She snapped, "It's not his fault this has happened!"

"_Quiet!_" Claudus roared, Leanne could hear the real Lion's roar that he was making and she flinched back in fear, "What would you know of our politics? Worthless creature…" He pushed Leanne aside roughly as he went back inside. Lion-O came up to her side, putting his arm on her shoulders comfortingly. "Grune, Tygra, come with me. We need to ready our defenses. Jaga, prepare your clerics." The three nodded as they took his orders. Lion-O walked in, Leanne just behind him.

"And me?" He asked, wanting to help his father. Claudus looked over his shoulder at Lion-O.

"You will remain here." Claudus said, his tone cold. He briskly walked away, Grune and Tygra following him. Lion-O's face fell in sadness.

"He's lost all faith in me, Jaga." He said, turning to the elderly cat.

"What is important is that you don't lose faith in yourself." He said wisely. He nodded at Leanne once before taking his leave, going to prepare his clerics. Lion-O looked back to Leanne, who looked up at him.

"What should we do?" She asked him.

"We do as my father said," Lion-O said, "We stay here. We'll find somewhere safe to hide out until the attack is over." Leanne nodded and followed him as he began to walk to another part of the castle. Leanne suddenly felt the earth shaking and heard loud booms. She and Lion-O looked out to see that the lizards had flaming catapults and were aiming all of their attacks to the wall outside the city, and anywhere inside it. Leanne watched with wide eyes, not believing the sight of warfare. She had never experienced war, or seen any part of it other than what was in movies, but seeing it with her own eyes was much more devastating. She knew that the people who got hit with those projectiles would die. Lion-O grabbed her wrist and dashed off. He took her to a part of the castle near the top, a much smaller look-out point, but one that looked over the entire kingdom, not just the wall in front of it. He pulled out a telescope to watch the battle.

Everything seemed to be progressing as it normally would in a battle of cats versus lizards, and it looked as though the cats would come out victorious, as they always did. But something changed, something was fired from a distance, and it came hurtling towards the city. Leanne's eyes widened as she recognized the object by its speed and shape alone.

"That's a—!" She didn't get to finish, because the missile, along with three smaller ones that had branched off from it made contact with the city, exploding on contact, and multiple explosions happened around the castle, making it shake. Leanne yelped as the quaking caused her to fall on her behind. "I thought you said there wasn't any technology here!"

"There isn't!" Lion-O said, "What _was_ that?"

"It was a missile." Leanne said, she moved so she was next to where Lion-O was kneeling on the lookout point, "It's something we use back home. It's a technology we use to try and destroy our enemies before they destroy us."

"So, a missile causes this much destruction?" Lion-O said, looking at all the other places that had been affected not long after the missile's hit. Leanne looked around her suspiciously.

"That's just it." She said, "A missile is strong, but not strong enough to create a chain reaction of explosions in places nowhere near it." She took Lion-O's telescope and looked at where one of the explosions had happened and saw lizards going through the rubble, heading towards the castle. "The lizards got in past your walls. They're here right now!" She handed the telescope back to Lion-O, who saw the lizards, then looked out to the walls, and gasped when he saw that the lizards had more than just missiles for technology.

"And what about those?" Lion-O asked, Leanne took the telescope and looked to see large, robotic things moving on the battlefield, firing off different ammunition at the cats. Leanne looked at them with wide eyes, and then looked back at Lion-O.

"I… I've never seen things like that before." She said, handing him the telescope back, "I mean, I've seen something like that in science fiction movies or on TV or something, but never in real life. Our technology isn't that advanced yet, and it probably won't be for, maybe, another century." Lion-O sighed, looking through the telescope.

"So, you wouldn't know how to stop it…" He said, he had hoped that her knowledge of technology would give them an advantage in this battle, but it seemed that was not the case. He looked through the telescope to the giant robots that were attacking Thundera's forces. "I just… can't believe it." Leanne gave him an odd look, "Technology was my dream. How did it become my nightmare?" Leanne looked at him sympathetically, reaching out and putting her hand on his shoulder. Lion-O appreciated the gesture of comfort she was trying to give him. He looked down at the lizards as they went around the castle, his eyes widened when he saw a very familiar disc-like piece of technology being put on one of the castle's statues. He watched as the lizard soldier carefully put his finger to the small screen on the front, and running away once it began to light up, one bar disappearing each time it lit up. Once all the bars were no longer lighting, the device exploded. Lion-O pulled back from the telescope, his eyes wide in shock. Leanne noticed the look on his face and looked at him confusedly.

"What is it?" She asked. She was further confused when Lion-O suddenly got up. Leanne and Snarf followed him as they went to his room, to his secret hiding place where he kept his technology. Leanne didn't follow him inside because the room was too small for the two of them to be inside it at the same time. She watched as Lion-O picked up one of his pieces of technology, putting his finger to the small screen on it and watching it light up. Leanne could hear the device quickly beeping, getting faster and faster as time went on.

"All those years of listening to people tell me I was crazy for believing in this," Lion-O said, putting his fingers to the screen again and turning it off. He turned to Leanne, "Well, Leanne, it's about to pay off."

"What are those things? Bombs?" Leanne asked, Lion-O nodded, gathering all of them and putting them in a small rucksack. He came out of the room and looked at her.

"I'm going to do what I can to stop them." Lion-O said over his shoulder as he dashed out, "You stay here."

"Like hell I'm staying here!" Leanne said, standing up and going after him, Snarf following behind them, trying to keep up with their pace, "Lion-O, I was given this stupid wind-power for some reason! This jewel brought me here for a reason!" She pointed to her Nana's necklace, "Let me help!" Lion-O didn't reply, and she let an angry groan escape her throat. She used her powers to have a wind blowing behind her so she would come in front of Lion-O, "I'm helping you whether you like it or not!" Lion-O was surprised by her sudden outburst, and saw the determination shining in her eyes. He sighed.

"Fine." He said, "Come on." Leanne followed him as they went down to the stables. As Lion-O got his riding animal ready for them, they both heard a loud boom, and they both turned in the direction it had come from. Lion-O, fearing the worst, got on his riding animal, and Leanne mounted up behind him, her arms wrapping around his waist as they took off. They headed over to the arena, which was one of the few areas still standing in all the rubble around the palace. When they arrived, they saw that Grune was wearing a different armor, and seemed to be the one in control of all the lizards, ordering them around as they slowly surrounded Claudus and Tygra.

"Your rule has come to a long overdue end, Claudus." Grune said from the arena, where a cat that must have been Panthro was being held captive at the top of the branches. "Now drop your inferior weapons! How can you defeat technology if you don't even understand it?" The lizards pointed their weapons, be it bladed guns, or just plain normal guns, at the two cats. Lion-O growled lowly in the back of his throat and pulled out one of the explosives.

"Luckily, I know a thing or two about it, you _traitor_!" He snarled, he touched the screen and flung out the bomb at one of the gigantic robotic lizards, having it land successfully on his back. He flung out two others and watched as they exploded not long after the first one. Once the smoke from the explosions had cleared, Claudus looked up to see Lion-O on his riding animal, Leanne behind him, and he looked quite heroic. Claudus stood up and walked towards him, bowing once, then turning around and began walking away. "Where are you going?"

"To show the lizards that the Sword of Omens is the greatest weapon of them all." Claudus said, drawing his sword from where it rested in his gauntlet. Leanne watched with wide eyes as the small blade grew, bolts of lightning shooting out from it, "ThunderCats! _Ho_!" Claudus held the sword up high, letting the lightning pour out from the blade before running at the army of lizards. With a single swipe, he had taken out six lizards. Another swipe and he had taken out twelve. Leanne watched the spectacle in awe as he easily climbed up the branches, heading for Grune. Grune pulled out his weapon, which looked like a spiked, bludgeoning object and pointed one end at Claudus. The weapon separated into three parts, green lighting generating between each piece, and a huge bolt of it shot out at Claudus, who held up his sword and stopped the lightning from hitting him. He battled with it for a moment before having the lightning blast shoot away from him and he jumped up to where Grune was, his sword clashing with his weapon. Grune was easily knocked away onto the branch and he lay there.

Leanne's eyes narrowed suspiciously, thinking Grune was taken out far too easily. She felt a vibration and looked down at her necklace, seeing how it was blinking dimly and vibrating, as if speaking to her again, telling her something was wrong. She dismounted from Lion-O's riding animal, and ran up to the edge of the water around the branches as Claudus climbed up to the top where Panthro was bound. Lion-O jumped off his riding animal after her, confused as to why she had come off.

"What is it?" Lion-O asked as he came up beside her.

Leanne looked up at Panthro, feeling the necklace vibrate even more, "Something's not right…" She turned to Lion-O, "Go and get your dad. I don't have a good feeling about this." She grasped the jewel in her hands, "The necklace is telling me so." Lion-O, not doubting the power the jewel held, nodded and started going over to where his father was, calmly climbing up the branches, Tygra doing the same, not because he felt something was wrong, but because he wanted to be by his father's side. Claudus cut through the chains holding Panthro, who collapsed to the ground once they were released.

"You… You came for me." Panthro said, sounding surprised. Claudus smiled and knelt down in front of him, putting his hand on his shoulder.

"I'd fight an army twice that size for you, old friend." He said. He stood back up and held his sword up high, "Now help me!" Leanne's eyes widened as she saw Panthro's eyes darken and he pulled out a knife.

"No!" She screamed without realizing it, covering her mouth in shock. Lion-O saw the knife as well, and started climbing faster.

"Father!" He cried, Claudus looked at them confusedly, then roared out in pain when Panthro stabbed him in the back with the knife, "No!" Panthro easily pushed Claudus away, watching him as he fell into the water. Lion-O and Tygra quickly dove in after him and pulled him up from the water. Leanne's eyes filled with tears as she saw the water around them turn into a misty, red color from Claudus's blood. She jumped up and went over to one of the branch's bases and helped Lion-O and Tygra lay their father down on it.

"Father…!" Lion-O said, trying to get him to wake up. Claudus opened his eyes, which now seemed cloudy as his life began to slip away.

"No matter what happens…" He said, "You've made me proud today…" He let out a soft breath and closed his eyes. Leanne covered her mouth as tears began to flow from her eyes and stream down her cheeks. Although she never knew Claudus very well, she had no want for him to _die_. She never wanted anyone to die, ever. The gauntlet he wore suddenly dimmed in color, changing from a lovely bronze, to a darkened one, rusted and weak. Above them, Panthro chuckled darkly.

Lion-O looked up at him, glaring, "You… A traitor, too, Panthro_?_!"

"Not quite." Panthro said with a dark grin, "Have you not considered that if technology is real," Leanne noticed his voice beginning to change, from deep and strong, to hissing and rough, "Then so are the things of your worst nightmares?" He was suddenly engulfed in a blue fire, and his form burned away to one that Leanne found all too familiar, for she _had_ seen it in her worst nightmares. The decayed, mummified body of an ancient demon with red eyes. She began to shake in fear.

"Mumm-Ra…" Lion-O muttered, recognizing him from the old stories.

"Clerics!" A voice shouted, they all looked to see Jaga and his clerics standing on the remains of the arena's walls, "To the death!" They all jumped up and leapt towards the demon, who gave them a terrifying smile.

"You are but insects," He raised up his clawed hands, "To the power of _Mumm-Ra! The ever-living!_" They were all blasted back by his power, and Leanne shrieked, ducking her head down in fear. Tygra reached out and put his hand on her shoulder, trying to comfort her. He looked down at her expression, and his eyes widened when he saw just how terrified she truly was. They heard hisses and looked to see the lizards had surrounded them, pointing their weapons at them. Mumm-Ra raised a clawed hand up high, proclaiming, "Thundera has fallen!" The lizards hissed and cheered loudly, claiming their victory in the battle. Grune came up around the lizards and his eyes looked between the three of them, his eyes staying on Leanne and on the necklace she wore.

"My lord!" He called up to Mumm-Ra, who looked down at him, "This is something you should see." Mumm-Ra jumped down from the top branch and landed effortlessly beside Grune, who pointed at Leanne. She looked at him in fear, "It seems the Jewel of Omens has chosen a new master." Leanne shuddered in fear when she saw Mumm-Ra's grin.

"Soldiers!" Mumm-Ra called to the lizards surrounding them, "Take the two princes to the dungeons." Mumm-Ra pointed his clawed finger at Leanne, "And bring _her_ to me." Lion-O growled angrily and pulled Leanne close to him.

"You won't touch her!" He snarled, Leanne, wanting Lion-O to protect her, grasped tightly onto him, shutting her eyes tightly and holding him close, not wanting to leave his side. The lizards, however, didn't care for how they were together. Two of them grabbed Lion-O's arms and pulled him away from Leanne. Tears were filling her eyes as she ran to him, trying to stay, but two more lizards grabbed onto her shoulders, keeping her away.

"No!" She cried, her voice cracking as tears fell down her cheeks. She moved her arms out of their hands and ran to Lion-O, only to have the same lizards grab her again and restrain her, pulling her away. They picked her up off her feet and carried her, and she fought them with everything she had as she tried to reach out to her friend, "Lion-O!"

"Leanne!" He reached out for her as well, but was restrained by the lizards taking him and Tygra away.

"_Lion-O!_" She cried, the tears pouring out as they dragged her away.

* * *

><p><em>Some time later…<em>

Leanne lay on her stomach before Mumm-Ra as he sat on Claudus's throne. Her wrists and neck were wrapped in Mumm-Ra's bandages. She was sobbing and quivering, using all of her strength just to get on her knees.

"Please… No more…" She begged through her tears, "No more…"

"Tell me where the jewel was taken." Mumm-Ra ordered.

"I _told_ you… where I found it…" Leanne said through her sobs, "Please! I told you where it was! Let me go!"

"And tell me how to get to this _America_." Mumm-Ra ordered, raising his hand up. Leanne looked at it with wide, fearful eyes that had been stained red with her tears.

"No… No, please…" She begged, "Please…"

"_**Tell me!**_" Mumm-Ra ordered in a booming voice, and Leanne flinched.

"_I don't know how to get there!_" Leanne sobbed. Mumm-Ra growled in frustration and curled his clawed hand into a fist around his wrapping, and a purple bolt of lightning went through it all the way to Leanne, who screamed in pain as she felt Mumm-Ra taking more of her life again. It had been going on for hours, how she was still alive she wasn't sure, but Mumm-Ra was steadily killing her. When he couldn't take the jewel of omens from her, he ordered her to take it off, and she refused. Then, when he couldn't get her to take it off, no matter how much of his magic he used, he ordered her to tell her where she had gotten it after all these years. She had a sneaking suspicion that even if she knew how to return home, he would destroy it the second he got there. She screamed again as he sucked away more of her life, bringing it into his own.

* * *

><p>Lion-O flinched when he heard Leanne's scream once again. Every time he heard it, emotions swarmed around his heart. He felt guilty for never telling anyone about his vision of Mumm-Ra, so then they might have been better prepared for it. He felt anger towards the lizards for killing his father and torturing his friend. He couldn't help but wonder if they got some kind of sick amusement out of it. And then, he felt ashamed for letting it all happen, for pretending that everything would be the same no matter what happened. With every scream he heard, Lion-O felt like ripping through the bars of his cell and going to save her, he felt like he should take her place, and he wished he would just die.<p>

"We lost our kingdom, our father, and the sword." Tygra said, trying to distract himself from Leanne screaming bloody murder. "We lost everything."

"This is my fault, Tygra." Lion-O said, voicing his thoughts, "I didn't know what it meant at the time, but I _did_ see a vision through the sword, and Leanne did, too." He turned to his brother, "It was Mumm-Ra."

"And you told _no one?_!" Tygra snapped, getting up from where he sat to glare at his brother. "This is exactly why you aren't fit to be king! Your decisions _always_ bring disaster!"

"You think I don't know that?" Lion-O snapped back, "If I knew that any of this was going to happen, _any_ of it, I would have _done_ something! I would have told our father and Jaga, and we could have prevented this from ever happening! But I was stupid, and I didn't, and it's the biggest mistake I've ever made in my life…" Lion-O sighed, holding his face in his hands as he collapsed onto the bench in the prison cell he and Tygra were in. "This is all my fault."

"You're damn right it is." Tygra growled.

"Suppertime." A voice hissed outside the cell, and a familiar lizard came by the cell, giving them two bowls of slop, "I brought you a very _special_ meal." Lion-O ran up to the cell gate, putting his hands on the bars.

"Hey, remember me?" He asked, "I granted you mercy. A chance for _peace_ between our species, and this is how you repay me?" The lizard averted his eyes and turned away, "You can't even _look_ at me!"

"Just eat your supper!" The lizard snapped, walking away. Lion-O looked down at the food in depression, but his eyes lit up when he saw something glinting in the light of the prison in one of the bowls. He reached down and went through it, trying to get a grip on it. Tygra noticed what he was doing and walked over.

"What is it?" He asked.

Lion-O smiled when he got ahold of it, "Sometimes, my decisions bring disaster," He pulled out the silver key from the slop, "And sometimes, they bring a key." They both turned their heads when Leanne's bloodcurdling scream filled their ears again.

* * *

><p>"Please…" Leanne sobbed, lying on her belly, shivering with every sob, "I don't know… Please…" Cheetara, who was bound to a pillar not too far from her, looked at her in sadness, wishing that Mumm-Ra would stop torturing her for information she didn't know.<p>

Mumm-Ra gave an unhappy hum, "What a stubborn girl. Even more so than your ancestor." Leanne's eyes flashed slightly, and she raised her head to look at him through her red eyes.

"You… You knew my Nana…?" She asked quietly.

"Silence!" Leanne screamed when he took more of her life force from her. The pain did not last as long as it usually did, because Mumm-Ra only gave her a small shock, but it was enough for her to lay against the ground, unmoving.

"Perhaps, we are going about this the wrong way." Grune mused, Mumm-Ra looked up at him, looking disinterested but also curious at the same time. Grune raised his hand and waved some of the lizards forward. They had Jaga in their grasp, "He and this cleric are all that remains of the fabled Guardians of the ground." He gestured to where Cheetara was bound, "I understand that she's close to them." Mumm-Ra grinned evilly when he saw Leanne's face morph to one of understanding and fear for Jaga and Cheetara.

Mumm-Ra looked closer at Jaga as he was thrown on the ground, his lips turning into a malicious smirk.

"You are Jaga." He said, recognizing him, "Sorcerer to the _dead_ king."

"And you are even more grotesque than the stories suggested." Jaga replied. He looked over at Leanne, who looked positively terrified, one of Mumm-Ra's wrappings still around her neck, like a collar and leash to a dog. Leanne looked fearfully at Mumm-Ra, waiting for his reaction. To her surprise, he brushed off his insult like it was nothing.

"Did your stories neglect to tell you that the stone in that sword and in her necklace are both mine?" Mumm-Ra asked, reaching for the Sword of Omens he had taken from where it had fallen from Claudus's hand. He hissed in pain when the same lightning that had pushed him away from Leanne's necklace struck his hand and he pulled away from the sword. He glared at Jaga, "I want them back."

"I'm afraid an ancient spell prevents both the sword and the necklace from being touched by the hands of evil." Jaga said, a confident grin on his face.

"That is why you're going to _remove_ the spell." Mumm-Ra said.

"Never!" He said.

"Then I will just have to find another way!" Mumm-Ra held out his hands and three of his bandages came out and wrapped around Jaga's body, lifting him up in the air. Leanne watched in horror as Mumm-Ra proceeded to do the same to him as he had been doing to her only moments ago. She didn't see how Tygra had successfully taken out one of the lizard's guarding the area a little ways away from them. Lion-O, who was only a few feet away, saw him waving the guard's gun, showing that he had gotten him. Lion-O nodded at him, then looked down, and saw how Leanne had changed in the past few hours. She was pale, her face looked sunken, and her eyes were red from crying. She looked entirely different from the confident, happy girl he had seen only a day ago. She turned to Mumm-Ra.

"Stop this! Please!" She begged, tears streaming down her face once more, "You're going to kill him!" She reached up to where the necklace was chained around her neck, "Look, I'll give you the necklace, alright? Just stop hurting him— ah!" She was kicked aside by Grune, landing on her side.

"Foolish girl! The necklace is useless unless the spell is lifted." He said, Lion-O growled in his throat when he saw how she was quivering just from trying to sit up. Mumm-Ra, seeing it happen, grasped the wrapping around her neck and began taking more of her life. Leanne screamed at the pain of it, but she didn't move, she didn't have the strength to fight back. And after a moment, she lost the strength to scream. She simply laid there, tears still coming from her eyes, and let the pain engulf her as she was lifted up by the wrapping beside Jaga. Mumm-Ra laughed heartily when Jaga laid his eyes on her, his eyes widening in shock. Tygra aimed his new gun at the wrappings holding them up and shot through them, having them fall to the ground. He smiled and looked at the gun.

"I could get used to this." He said, he ducked when the lizards' general, Slithe, started shooting at him. Lion-O leapt down from the balcony and ran to the sword, grasping it tightly in his hands.

"You took my father's life," He growled, "But you won't take his sword!" He swung the sword, lengthening it, "Thunder." He swung it again, the blade growing again, "Thunder!" He swung it a third time, the blade growing out to its full length, "_Thunder!_" He held the sword up high, the stone in the sword glowing, "ThunderCats! _Ho!_" He brought the sword down, and the stone in the sword shot out a bright beam of light that pushed Mumm-Ra threw the wall of the castle to the outside, where the morning sun was just beginning to rise.

"You cannot comprehend the forces you are dealing with!" Mumm-Ra said, "Ancient Spirits of evil, transform this decayed form into _Mumm-Ra! The ever_— Aah!" He stopped, the light from the sun burning him and causing him pain, making him hide beneath his red cloak.

Inside, as Tygra jumped down after Lion-O, he freed the cleric from where she was bound, and she took out the two lizards who were trying to stop her, and she looked over at the two brothers, who looked back at her in shock.

"Cheetara?" Tygra asked in surprise.

"She's a cleric?" Lion-O asked, just as surprised as Tygra. He ducked when the lizards began firing their weapons at them, and he looked around, picking Leanne up and carrying her as he and the others ran away. Jaga went to a torch on the wall, and turned it to the side, opening up a secret door.

"Quickly, through here!" He said, everyone went in, Snarf going in first. Jaga waited until everyone was inside the door, Lion-O and Leanne going in just before him, and he started walking in. One of the lizards fired off his weapon and hit Jaga in his back just before the door closed. Cheetara went back and helped her mentor to his feet, putting his arm around her shoulders as they walked through the hallways. The walls were shaking from the force of the lizards trying to shoot through the door that led to the secret passageway.

"Before we go any further, there is something that must be done…!" Jaga said as they came to the other side of the walkway, just on the other side of safety.

"It can wait." Cheetara said, Jaga stopped, and gently pushed her aside so he could stand up.

"It _must_ be now!" He said. Lion-O came up to them, standing in front of Jaga, and gently putting Leanne down on the ground. Jaga nodded at him, "Your left arm." Lion-O held it out as he asked, and Jaga took Claudus's gauntlet, which Cheetara had grabbed before they had run into the passageway, and put it on Lion-O's arm. Lion-O looked curiously at the gauntlet, moving his fingers inside it. Jaga reached out for it and rested his hand on it. Cheetara and Tygra doing the same, and after a second, a pale, shaking hand reached out and rested on top of Tygra's, whose hand was the last one to touch the gauntlet. Everyone looked to see Leanne, although weak, still had enough strength in her to push herself up and join in this ceremony. Jaga nodded once at her in admiration of her strength, "For the Eye of Thundera, and the Sword of Omens." Jaga tapped the gauntlet with his staff, and the bronze of it no longer seemed dim. It seemed as bright and as beautiful when his father had worn it. Jaga used his staff as a crutch as he stood up, "Now, Lion-O, Lord of the ThunderCats, go."

"You're going with us, Jaga!" Cheetara said, standing up.

"I will only slow you down." Jaga said as Tygra bent down and carefully picked up Leanne, "At least this way, I can buy you time to get to safety." He reached out and put his hand on Lion-O's shoulder, "The Book of Omens lies at the foot of the setting sun. You must find it before Mumm-Ra does."

"I can't do this alone!" Lion-O said, trying to convince Jaga to come with them.

"You won't have to." Jaga said, "You have everything you need, Lion-O. Whatever questions remain, the answers are in the Book of Omens. Find it. Now," He pushed him forward, "Go!" Everyone jumped as the doors to the secret entrance were suddenly blown open. Jaga waved them forward, "_Go_!" They did as he ordered, and ran through the tunnel. As Jaga fought off the oncoming lizards, Lion-O couldn't help but steal a glance back at the old cat as he fought back. One of the weapons landed a hit on him, and a cloud of dust appeared from it as Jaga cried out in pain. The second door to the escape tunnel closed behind them before Lion-O could go back and help him. Cheetara pulled him along as they ran through the escape tunnel. At the end, they came out of a tunnel that overlooked the entire kingdom. Everyone gazed down at the rubble that remained of the kingdom.

"This is only the beginning." Lion-O said, seeing it.

Once he had said this, Leanne could remember no more, because she had fallen asleep in Tygra's arms from exhaustion.


	6. Ramlak Rising

6

She was floating.

Floating in darkness.

There was nothing. Just her and the darkness.

She didn't know if she was actually falling, but there was no wind. All she knew was that she was suspended in the air by an unknown force in some place she didn't know. She couldn't have cared less. In this place, she had no worries, there was no Mumm-Ra, there was no Thundera, and there was no Lion-O. She was at peace.

_"Leanne."_

Someone was calling her.

_"Leanne."_

She didn't recognize the voice.

_"Come on, Leanne, wake up."_

It was a man. A man was calling her name. She felt something touching the side of her face, and she reluctantly opened her eyes to the world, quickly shutting them when she was blinded by sunlight.

"Leanne!" She blinked many times as she got used to the light, and saw Lion-O's face looking down at her in relief. Beside him was Tygra, and on her other side was Cheetara. She was lying on the ground, and they were looking over her. "Are you alright?"

Before Leanne could answer, Cheetara put her hand over her mouth, "A lot of life-force was taken from her, Lion-O." She chided him, "She shouldn't use too much energy after something like that."

"I can still talk." Leanne said, her voice hoarse and rough. Cheetara looked at her with wide eyes and moved her hand away, letting Leanne turn her head to Lion-O, "I'm fine."

"Liar." Tygra said, she shot him a look that shut him up.

"Okay, I _will_ be fine." She said, she sighed, "I just need a little time to rest."

"More than just a little." Cheetara said, "Three days, at least."

"_Three days?_!" Leanne exclaimed in shock, pushing herself up on her elbows. She suddenly felt pain in her arms from the sudden motion, and her throat stung from when her voice had risen. She coughed harshly and rolled onto her side, curling up as she coughed. When she was done, she let out a moan of pain, "Ow…"

"That's exactly what I mean." Cheetara said, "It'll be at least three days before you're able to walk normally again. Maybe a week to get back to normal completely."

"Oh, _joy_." Leanne muttered sarcastically, "How am I supposed to get around?"

"We're going to have to take turns carrying you." Tygra said, he reached down and picked her up like a child, with one hand under her rear, and another on her back. Leanne blushed embarrassedly.

"If you're going to carry me, at least do it with dignity!" She said, smacking his chest.

"I'm not carrying you." Tygra said as Lion-O turned around and he carefully had Leanne be piggy-backed by him. "He is." Lion-O hefted her up slightly so it would be easier for him to carry her.

"Oh." Leanne said, smiling a little as she made herself comfortable. She looked around, and was surprised to see a burning funeral pyre a few feet away from them, and saw what must have been Claudus's corpse.

Lion-O turned to it, "Rest now to rise again, father." He said.

"May your next life show you peace." Tygra said. After a moment of respectful silence, Lion-O turned to the others.

"We should move out while the lizards' trail is still fresh." He said to them, "Mumm-Ra's lair is probably past the sand sea, so we have quite a journey ahead of us."

"Mumm-Ra?" Cheetara repeated in confusion, "Jaga told us to first seek out the Book of Omens. Those were my teacher's last words to us…"

"The Book can wait." Lion-O said, "It has for centuries."

"But only the Book can provide us answers, Lion-O." Tygra said.

"Answers?" Lion-O repeated angrily, "I already who _destroyed_ our city, who _killed_ our king! What other _answers_ do you need? If it was either one of us on that funeral pyre, father would have already buried that demon! I intend to do him the same justice!"

"You're angry, Lion-O." Cheetara said, trying to reason with him.

"I should hope I'm not the only one!" Lion-O snarled, "We're going after Mumm-Ra, and that's a command." He turned and started walking, Leanne still on his back.

"You _are_ the king." Tygra said, his tone showing that he didn't think he should be king.

"Um, Lion-O?" Leanne began uneasily, "I don't think any of us are very keen on going to see Mumm-Ra, and I'm definitely not in any condition to help you with revenge."

"You'll be ready to fight once we get there." Lion-O said.

"Ah… but, I don't exactly want to see him." Leanne said, she began to shake a little out of fear, "I mean, he just tried to _kill_ me, Lion-O."

"We're going." Lion-O said firmly.

"Well, I _really_ don't want to go!" Leanne snapped, getting aggravated with his stubbornness, "If you're really so set on getting your revenge, you better just leave me behind, because the second I'm able to walk again, I'm going to walk _away_!"

"Fine!" Lion-O snapped, he dropped her and Leanne fell on her backside. Leanne looked at him with wide eyes. She didn't think he'd actually leave her behind! She watched as he walked away, pulling on a cloak. Leanne felt someone pick her up and saw it was Tygra, who carefully moved her so she would be piggy-backed by him. They walked through the city, and after a moment, Cheetara came up to her, holding up a bag.

"I have something for you." She said with a small smile. Leanne reached out with a shaky hand and opened the bag, finding two things inside. One was the scroll that bore her family tree. The other was a flashlight. "I'm not sure what the other thing is, but Lion-O said it was a gift from Jorma." Leanne pulled out the flashlight and switched it on and off with a smile.

"Well, this will definitely come in handy." She said, she turned it so she would see the bottom where the batteries went in, and was met with an unusual surprise, "And it's solar powered! I didn't know they made flashlights like this…"

"Is that… bad?" Tygra asked, not knowing much about technology at all. Leanne shook her head.

"Actually, that's really good." She said, "The sunlight is what's used to power the battery, so if you just leave it out in the sun for a couple of hours, it will be fully powered for tonight." She tucked the flashlight back in the bag and Cheetara carefully put it on her shoulders like a small backpack.

They walked through the gates of the city, past the battlefield where the lizards fought the cats. Bits of technology were lying around everywhere, be it guns, or robots, or some kind of other piece of technology. As they walked along the path, they were met with a surprise. Two young cat kids (Or kittens, Leanne wasn't entirely sure what the right term was) ran out and smiled, looking up at Lion-O in awe.

"I can't believe it!" The little girl said, "Prince Lion-O and Tygra to the rescue!" The other one, presumably her brother, came up in front of Lion-O.

"The names are WilyKat and Kit!" He introduced, "We thought we were the only cats left!" Lion-O ignored them and walked on. The two kids glanced at each other confusedly, wondering why he was acting like this, but they didn't give up. They ran up behind Lion-O and kept speaking to him.

"Maybe we can join you until we get where we're going." WilyKit said, "El Dara, the city of treasure!"

"Never heard of it." Lion-O said.

"Of course not!" WilyKat said, pulling out a scroll, "I've got the only proof!"

"No." Lion-O said firmly. The two kids stopped walking, and pouted sadly.

"Please?" WilyKit begged. Lion-O didn't say anything.

"We can't just leave them here, Lion-O." Leanne said from Tygra's back, catching the two kids' attention for the first time.

"We're on a mission to avenge my father, and you want to play babysitter?" Lion-O asked incredulously, "They're just gonna have to take care of themselves! Now, let's go." He walked on. Tygra and Cheetara exchanged uncertain glances and followed Lion-O. Leanne saw the two kids go up and started making cute little mewing noises and big doe eyes at Lion-O in order to convince him to let them go with him. "I said no." They frowned when their attempt didn't work and stopped walking.

As Tygra walked past them, he said, "Sorry, kids." The two siblings glanced at each other, then started walking behind the group.

"Just so you know, we're not following you." WilyKat said.

"_You're_ just walking in front of us." WilyKit finished. Leanne smiled at their words.

* * *

><p>Leanne laughed a little when the two kids started shining her flashlight in each other's faces at the camp they had set up after dark. WilyKit squealed, holding up her hands to try and block the light from getting in her eyes as WilyKat shined it at her face.<p>

"Don't start blinding each other!" Leanne said as WilyKat started chasing his sister around with the flashlight. WilyKit ran behind where Leanne was sitting and hid behind her, poking her head out of either side of her as WilyKat ran over to her, shining the light whenever he saw her face. Leanne couldn't help but laugh at their playful behavior, and she reached out and grabbed the flashlight from WilyKat and turned it off. "Okay, now you're starting to blind _me_. No more." She put the flashlight away, and they whined sadly. Leanne moved carefully, trying not to hurt herself as she moved to sit on the ground in front of the fire with the log behind her. The two kids sat on either side of her with a pair of smiles.

"What did you say your name was again?" WilyKat asked.

"Leanne." She replied.

"And what species are you, again?" WilyKit asked.

"I'm a human." She said, turning her head to her.

"How come we've never heard of that before?" WilyKat asked.

"Because there aren't any humans around here." Leanne explained, turning her head back to him. "I'm the only one in the entire world."

"Whoa!" WilyKit gasped, "So, does that mean you're on the verge of extinction or something?" Leanne giggled.

"No, I'm actually from another world." She said, "We don't call it Third Earth, we just call it 'Earth'. It's totally different from this place." She held out her hands when Snarf came walking towards her and curled up in her lap, letting her pet him.

"How's it different?" WilyKat asked, Leanne looked back over at him.

"Well, for one thing, humans are the dominant species." She said, "Cats normally end up being our pets. But they're nothing like you guys, of course." She added the last part quickly when she saw how they looked a little insulted, "The cats back home can't talk. They can't even walk on two feet, they just walk on all fours, and they don't have thumbs." She wiggled her thumbs when she said this, and WilyKit and WilyKat did the same. She smiled at them, "Thumbs are what separate humans from animals back home. The only ones that have thumbs are monkeys, and they're not too smart. They're smart for animals, but not smart enough to be like people." She ran her hand against the soft fur on Snarf's back, making him arch up in happiness, "And we don't have creatures like Snarf running around, either."

"It sounds like a weird place." WilyKit mused. Leanne chuckled.

"Yeah, I guess to you guys, it would seem weird." She said, "But for me, that's home." She looked at his bag, "Hey, can you show me that proof of… whatever that place was that you were going?"

"Sure!" WilyKat seemed more than happy to pull out the scroll and display the sketch of an elegant building to her.

"What did you say this place was called again?" Leanne asked as she looked over it.

"El Dara, the city of treasure." WilyKat said.

"Hmm…" Leanne thoughtfully hummed as she handed the picture back to WilyKat, "The name kind of reminds me of El Dorado."

"What's that?" WilyKit asked.

"It's this old legend about a city of gold hiding out somewhere in the Spanish Main." Leanne said, "They say everything in the city is made of pure gold."

"Wow…" WilyKit breathed in awe, "Have you ever been there?" Leanne laughed.

"No, it's just an old story." She said, "A legend. It's not real."

"Oh." The two kids said disappointedly.

Leanne, seeing their reactions to the news, quickly tried to salvage their hope, "Um, that is… I mean, you shouldn't give up hope that it doesn't exist! I mean, Third Earth and my earth are two totally different places. I wouldn't be surprised if there's a city of treasure hiding around here somewhere." The two of them looked up at her, excited smiles on their faces at the idea of finding El Dara.

"You think so?" WilyKat asked.

"Sure. You two are both very talented from what I've seen today. You could easily find a hidden city." Leanne said, relieved that the two children were happy and hopeful again.

Leanne looked up when someone held out a small plate of mush in front of her, and she looked up to see it was Cheetara. She looked back at the plate of mush, then back at her, "What's that?"

"Your dinner." Cheetara said, as if it were obvious. Leanne looked back at the plate dubiously.

"_That_ is _not_ dinner." She said, she looked behind Cheetara and saw Lion-O and Tygra eating solid food, "_That_ is dinner." She pointed to it, and Cheetara ignored it.

"You can't eat solid food yet." She said, "You won't be able to for a while."

"I hope this is some kind of prank." Leanne said with a scowl, "I'm not eating it."

"Then you'll starve, because I'm not giving you anything else." Cheetara said, scowling back at her. The two of them had a small glaring contest, WilyKat and Kit could see the sparks flying between the pair. It finally stopped when Cheetara shoved the plate at Leanne, "Eat it."

"No." Leanne said stubbornly. Cheetara grabbed Leanne's hand and made her take a hold of the plate.

"You need to eat." She said.

"Then get me some _real_ food." Leanne replied.

"Eat. The. Food." Cheetara said firmly, getting a little frustrated at her stubbornness.

"Leanne, just do what she says and eat it." Tygra said from where he was sitting.

"How about _you_ eat it?" Leanne snapped back at him.

"Well, you're not getting anything else, so eat it." Cheetara said, putting the plate in her lap and walking away. As she passed by Lion-O, she said, "I'm going to get more firewood." Lion-O nodded once as she walked away. Leanne looked at the plate before her, then over at the two cat kids beside her.

"You guys wouldn't happen to have any real food on you, would you?" She asked.

"Sure we do." WilyKat said, reaching into his bag and pulling out a fruit. "Want it?"

"I'll take half." Leanne said, she didn't want to take all the food these two had, and she didn't really have much of an appetite, anyway. WilyKat, using his claws, cut the fruit into two crude halves and gave the bigger half to Leanne. She thanked him and gladly ate the fruit, savoring the flavor of it and letting Snarf eat the mush that Cheetara had given her. Lion-O saw her and scowled slightly.

"Cheetara told you not to eat solid food." He said.

"What, are you gonna tell on me?" Leanne asked with a sarcastic bite, making Lion-O glare at her, "I'll be fine. What's the worst that could happen, anyway?"

* * *

><p>Lion-O was awoken by the sound of retching, and looked up to see that Leanne was leaning over a log a few feet away from her sleeping bag, vomiting her guts out. He sighed and got up, going over to her side, putting his hand on her shoulder and rubbing it comfortingly as she kept retching. When she was done, she turned around, leaning against the log with a groan, holding her stomach.<p>

"There's a reason you shouldn't eat solid food." Lion-O scolded softly, still keeping his hand on his shoulder.

"Fine… I'll eat the mush from now on." Leanne muttered, still holding her stomach. Lion-O noticed how she looked like she was going to start puking at any moment and quirked an eyebrow.

"Are you going to be sick again?" He asked, Leanne shook her head.

"No, it's just some left over nausea." She said, "I'll be okay… I think."

"How did you get over here?" Lion-O asked, noting the fact that she couldn't walk at the moment, and she was a good distance away from her sleeping bag.

"It's possible to move without using your legs." Leanne said.

"You mean you crawled over here." Lion-O said.

"…More like dragged myself." Leanne said, "It hurts to use my legs too much." Lion-O sighed and reached down, hooking his arm underneath her legs and her back, picking her up bridal-style. Leanne blushed at this, but didn't say anything as he carried her over to where her sleeping bag was and carefully lay her down on it and tucked her in it.

"Next time you need to get up, just come get me, okay?" He said, unconsciously moving some hair out of her face, "I don't mind helping you."

Leanne looked up at his face, and, even in the darkness, she could see the sullen look in his eyes. Although he was angry at Mumm-Ra and wanted revenge, he was still Lion-O. His eyes silently told her that he wanted her to know he was sorry for his behavior towards her, and he wanted her to know that just because of how he acted didn't mean that he didn't care about her at all. Leanne nodded once.

"Okay." She said quietly. She thought she saw Lion-O smile, but it was too dark to tell. He got up to go back to his sleeping bag, but Leanne stopped him, "Hey," He turned around, "About before… I didn't mean it. When I'm able to walk again… I won't walk away." Lion-O nodded.

"Thanks." Was all he said as he went back to his sleeping bag, and Leanne went to sleep in her own.

* * *

><p><em>4 days later…<em>

Leanne sighed heavily as she sat down in the shade of one of the huge stone pillars that surrounded the desert area they were in. The sand sea supposedly wasn't too far away from that place, but it was still a long journey. And trekking through sand was not helping Leanne get used to walking again.

"We've lost the trail, Lion-O." Tygra said when he saw Lion-O looking around for a sign of the sand sea.

"And our supplies are _dangerously_ low." Cheetara said, checking the bag that held their rations and finding it to be empty.

"I don't care. We keep moving forward." Lion-O said firmly. He started walking away from their group, and Leanne sighed.

"But we _just_ started resting." She groaned. Snarf collapsed on the ground tiredly. He looked ahead and let out a surprised cry. Leanne, WilyKit, and WilyKat looked to see what it was and their jaws dropped in surprise.

"What is _that?_!" WilyKat exclaimed. Lion-O ran back to their group and saw what they saw. The sand of the desert was moving and shifting like ocean waves, and it was even spilling out and crashing against the sand like a wave would.

"Snarf just found the sand sea." Lion-O said, "Mumm-Ra's lair must be just on the other side." They all walked to the shore of the sand sea. Leanne looked in awe at the way the sandy waves crashed in front of them. She looked out at the great vastness of the ocean, seeing that it was just as big as a normal sea.

"Do you see a way around it?" Tygra asked. Leanne gasped when she saw something she had been craving for a while.

"I think I see something better!" She said, pointing to the pile of fruit and meat sitting out on the waves.

"Food!" WilyKat and WilyKit cheered happily. Everyone cheered happily and ran into the sand sea, heading straight for the huge pile of food. The two kids were the first ones to reach it and they crashed down on it happily, making it go flying. Everyone picked up a piece of food and started chowing down, except for Leanne, whose food was snatched out of her hand by Cheetara.

"_Seriously?_!" She demanded angrily.

"Not until tomorrow." Cheetara said, "You can eat solid food then."

"Oh, come _on_!" She growled, "Can I at _least_ turn it to mush in my mouth?" Cheetara thought about it for a moment, then handed her the food she had taken.

"Fine." Leanne did a victorious arm-pump and dug into the food, chewing it as much as she could, making it resembling the mush she had eaten for the past four days before swallowing it. "Hey, anyone else wondering where all this came from?" Everyone shared glances, a sudden sense of dread filling them up. Only a second later did something come rushing towards them through the sand, and the group was caught up in a hidden net and pulled into the air. Everyone screamed as they headed for a ship, landing on its deck. Lion-O growled furiously and glared at the fish man looking down at them with huge, green eyes. He reminded Leanne of a koi fish someone might find in a pond.

"Quite the catch, I'd say." He said, looking at them in the net. The other members of the crew gathered around the net, looking at them with hungry eyes.

"What's all that racket?" A voice shouted, the crew looked over at another fish man who had lost one eye, and half a leg, "That better be the ramlak you spineless jellyfish are carrying on about." He walked up, going over the group with a discerning eye, and then scoffed, "Another worthless haul." He turned to a larger fish man next to him who wore a chef's hat and carried a pair of kitchen knives, "Take what the crew doesn't eat of them, and turn it into chum." The chef fish smiled devilishly and started sharpening his knives. The fish who had given the order kept speaking as everyone was pulled out of the net and tied up together with one rope. "That bait was meant for the beast! I'm tired of you lot pulling in more worthless catches like these!"

"I am Lion-O, Lord of the ThunderCats," Lion-O said, getting his attention, "And I order you to release us!" The one-legged fish man looked at Lion-O in surprise, then he and the crew laughed heartily.

"It talks!" The fish man said with a grin, "And it's still got some fight in it! Well, _Lion-O, Lord of the ThunderCats_, I am Koinelius Tunar, captain of this ship, and I order you _fileted_!"

"Let's start with the little ones," The cook fish said as he sharpened his knives, "Their meat'll be the most deliciously tender." WilyKit and WilyKat looked up at the big fish fearfully.

Suddenly, the ship lurched, sending everyone who was standing to the floor. Leanne watched with wide eyes as a huge, green tentacle came up to the ship and grabbed one of the crew members by the leg and pulled him into the sand sea.

"The ramlak…" Koinelius breathed, "At long last, my wretched quarry returns!" A loud, deep growling noise was heard from the sand as more tentacles poked out from below. One of them slammed down on the ship and one of the crew members picked up a harpoon gun and fired at it. The harpoon pierced through it and the creature roared out in pain, retracting its tentacle into the sand, pulling the crewman, who still held onto the harpoon, with it. It swung the fish man around, making the harpoon come out from the tentacle, throwing the crewman against the ship, making him drop his gun and having it slide away from him. Cheetara reached out with her foot to stop it and carefully moved it so the blade of the harpoon would go up against the ropes they were bound in. The creature below the ship brought up one of its tentacles and started tearing through the ship, making some of the crew members run away in fear. The captain watched them run with wide eyes.

"Come on, you filthy maggots!" He shouted at them, "This is the moment we've waited for! _Fight_!" As the creature tore up the ship, Cheetara and Tygra were carefully moving the blade of the harpoon to cut through the ropes they were bound in. When the ropes snapped, they all got up and went to help fight the creature that was attacking them. Once they got closer, a tentacle wrapped around each of them, pulling them up into the air. After a little squirming and struggling, Leanne managed to get one hand free and she created a wind that was sharp enough to cut the skin of the creature holding her. In its pain, it released her, and she got back on the deck, grimacing at the sudden pain she felt in her legs when she landed. Lion-O pulled out his sword and cut through his tentacle, and the tentacle holding WilyKat and WilyKit. Koinelius looked upon them in awe, and then turned back to his crew. "The food's fightin' better than you!" He walked over to Lion-O with a grin, "That's the spirit, boy-o! Show this cowardly crew how it's done!"

As a tentacle came closer to him, Koinelius sliced through it with his sword. Leanne was using her powers to keep the tentacles as far away from her as possible, and if they got too close, she'd perform that same slicing wind again to cut it away. Tygra was shooting each of the tentacles with the gun he'd stolen from the lizards, Cheetara was using her staff as a powerful weapon, her speed alone making the tentacles come off. WilyKat and WilyKit had bitten down on one of the tentacles, refusing to let it escape their jaws. All of this was too much for the creature, and it began to retreat, retracting its many tentacles and keeping itself below the sand as it moved away.

"Run you coward!" Koinelius shouted at it, "You can't escape me forever! I'll follow ya straight to the flamin' pits of Magmel before I give you up!" The creature disappeared completely from sight, and everyone was safe for now. Lion-O turned to Koinelius with an angry glare.

"Now, what were we talking about before the interruption?" He asked, more than prepared to fight the man.

"I believe we were discussing how we'd filet you," Koinelius began, walking over to Lion-O and putting his hand on his shoulder, "But had I'd known you were such fine warriors, I would have gladly served my own first mate to you on a platter." Leanne couldn't help but notice the look on the koi fish man's face when he said this. He must have been the first mate. "Listen up, fishies!" Koinelius turned to his crew, "These fine fellows are our new shipmates, so treat 'em like you would your own scaly brothers!" He turned to the cook, "And fetch the little ones some food."

"Food!" WilyKat and Kit cried happily, following the cook below deck to get something to eat.

Koinelius turned to Lion-O, "Let me give ya a tour of the ship." He walked away, Lion-O following him as they started walking around the deck again.

The first mate smiled as he came over to Cheetara, Tygra, and Leanne. "Welcome to the crew." He said, holding three brooms in his hands. He gave one to Cheetara, who didn't look very pleased about it.

"Why don't I feel good about this, Leanne?" She asked, she looked around when she noticed Leanne wasn't there, "Leanne?" She heard retching sounds and looked to see her hanging over the side of the ship, vomiting. Cheetara sighed, "I knew you weren't ready for solid food yet."

Tygra pointed to Leanne and laughed at her expense. Cheetara scowled at him and smacked the back of his head, making him stop. She walked over to her and rubbed her back comfortingly as she began to stop.

"Are you alright?" She asked, Leanne nodded.

"I think so…" She tried to stand up straight, but quickly bent over the edge again, puking out her guts.

"A little motion sick, is she?" The first mate asked, Cheetara looked up at him.

"Something like that." She replied.

"No problem, we got just the cure for that." He said, he left them and came back a moment later with a fizzing drink in his hands, "Here you go, drink up." Leanne took the cup, grimacing at the strong smell the liquid had, but swallowed down any disgust she had and gulped down two mouthfuls of it before spluttering it back up.

"This tastes like fish oil mixed with vinegar and ginger ale!" She said in disgust.

"That's because it _is_ fish oil mixed with vinegar and ginger ale." The first mate said, Leanne let out a disgusted groan, holding her hand over her mouth as if she was going to puke again, "Now, now, this is the best cure for motion sickness. At least, for us, it is."

"Ohh, I'm gonna be sick again…" Leanne moaned as she leaned over the side of the ship again, her face pale with her nausea, but she didn't throw up. Cheetara sighed and stayed beside her. At this moment, Lion-O and Koinelius walked past them, heading for the crow's nest, but stopped when they saw Leanne. Lion-O instantly went over to her.

"What's wrong?" He asked

"Well, at first it was because she ate solid food," Cheetara explained, "But now it's because she drank some stuff that was supposed to cure motion sickness." Lion-O carefully came up next to her, and she looked up at him.

"You okay?" He asked, Leanne sighed.

"I hope so…" She said, she slowly tried to sit up again. She wobbled a little when she lost her balance, but quickly regained her footing, "Yeah, I think I'm good."

"Good! Then get to work!" Koinelius snapped, he motioned for Lion-O to follow him, and he did so, going up the crow's nest with him. Leanne stood up and took the broom the first mate handed to her and scowled when he ordered them to start cleaning up the deck. As they cleaned, Leanne couldn't help but be reminded of all the times she was told to clean the house for her mother. She unconsciously reached for the necklace she wore, wondering when she would be able to go back home. Of course, she wasn't looking forward to any of the chores her mother had planned for her, but she did miss her mom. She wondered if she was worried about her. Did she think something had happened? Did she think she had run away? Had her mother called the police? Sent out a search party? What if she didn't care? What if she had done nothing? Leanne didn't realize she had stopped moving until Tygra poked her with the end of his broom stick.

"Ow!" She glared at Tygra, rubbing the spot he had poked on her side, "What was that for?"

"Keep cleaning." Tygra said, "What's the matter with you anyway? Are you going to get sick again?"

"No, I'm not going to get sick again." Leanne snapped, "I was just thinking about something."

"What could you be thinking so hard about that you just stood still?" Tygra asked. Leanne said nothing, thinking the question was rhetorical, and kept cleaning. When he poked her again, he was telling her he wanted an answer.

"I was thinking about my mom, okay?" Leanne snapped, "I was thinking about my mom because I don't know when I'm going to get home, and I miss her." She turned her attention back to cleaning, not seeing the guilty look on Tygra's face.

"I miss mine, too." He said softly. Leanne jumped and looked at Tygra, but saw his back was to her, and wasn't listening to what she said. She looked up when she saw the sky was beginning to darken, and looked to see they were sailing into a storm. It was strange for her to see a storm in the middle of the desert, and it scared her a little when she realized it was a dry lightning storm, which was one of the most dangerous kind.

"Quit floppin' around, you lazy lubs!" Koinelius shouted down at his crew, "The chase is on!" Everyone dropped what they were doing and went to get prepared for the ramlak. Leanne looked over at Cheetara, wondering what they should do, but as more and more of the fish walked across the deck, Leanne thought it best to stay out of their way as they went about their work.

"Thunderstorm just blew in ahead!" She heard the first mate yell, she looked to see he was talking to Koinelius and Lion-O, "I advise we sail around it!"

"And lose the ramlak's trail?" Koinelius asked incredulously as he snatched the telescope out of the first mate's hands and looked ahead of them, "Full speed ahead!"

"But captain! We'll never survive!" The first mate said. Lion-O dashed away from the captain and the first mate, heading to the ship's wheel.

"The only thing that's not surviving is the ramlak!" Lion-O said as he pushed the helmsman out of the way and took the wheel, "Into the storm we go!" He directed the ship into the storm. Tygra, Cheetara, and Leanne all looked at him incredulously.

"Lion-O! This is madness!" Tygra exclaimed, "What are you _doing?_!"

"Not letting anything stand in my way!" Lion-O replied, "Not a storm! Not _you_!" Leanne flinched back at his tone, having never been spoken to like that by him. The way Lion-O was acting was really starting to scare her. He was so set on revenge that he wouldn't let them stop him from wasting his life doing it, and the fact that he wouldn't even let them help was something that both worried and hurt her. She looked up as Koinelius came up beside Lion-O as they followed the ramlak through the sand.

"Faster! Faster!" He ordered Lion-O, "I can taste its foul breath on the wind!"

"Captain, please!" Cheetara pleaded with him, "The ship won't survive long in this storm!"

"We need to turn back!" Leanne said, siding with her.

"I see you're just as soft as the rest of the chum on this ship!" Koinelius said, he turned to Lion-O, "Come on, lad! It's you and me!"

"I'm right beside you, Captain." Lion-O said, he followed the captain onto the deck, and when he ordered him to, Lion-O climbed up the mast and onto the top of the sails, taking out his sword to slice any projectiles that were flying around in the storm. Koinelius went to a device at the front of the ship and started blasting away the bigger ones.

"Isn't it exhilarating?" Koinelius called up to Lion-O with a laugh.

"Don't forget to save some for the ramlak!" Lion-O called back, laughing with him. Everyone looked up at Lion-O worriedly as he kept slicing away. She looked ahead of them, and her eyes widened at the sight of the ramlak as it came up from the sand, giving a huge roar.

"It's surfacing!" Koinelius exclaimed, "Now's our chance!" The crew stood ready with their harpoons, but they certainly weren't ready to face the creature. Leanne could understand why. The ramlak was twice the size of the ship! It looked like a large tube flower of some kind, with red tentacles surrounding its mouth at the top of its body. It had tentacles that could crush the ship in two with a single blow. She couldn't help but be reminded of the story of Moby Dick as they went through this storm, and how the captain of _that_ ship also had an urge to get revenge on the famous white whale for taking his leg. She had read the story for a class assignment, and she knew how the book ended as well. She prayed the same wouldn't happen to Lion-O. She almost screamed out his name when one of the tentacles slammed down against the ship. Koinelius went up to the blaster at the front of the ship, looking at Lion-O, "You ready, my boy?"

Lion-O held up a harpoon gun, "Always." He fired it at the ramlak, only to have it get stuck in its flesh and pulled away from him. He pulled out his sword and started slicing away at its tentacles while Koinelius blasted at its head. Leanne ducked down when one of the tentacles wrapped around the mast of the ship, breaking it off and having it crash down onto a part of the ship, destroying it. The tentacles easily knocked back the crew members that tried to keep it away.

"Take out the arms!" Koinelius shouted to the crew, "Then we go for the head!" Everyone did as he ordered. Leanne used her powers to start attacking it, slicing the tentacles off with her sharp winds. Tygra used his gun to take out each one while Cheetara used her staff like before. The ramlak grabbed onto the ship with its tentacles, getting a good grip on it and squeezing it. It slowly, but surely, began to crush the ship, and the device that kept it above the sands was broken, causing the ship to fall into the sand, and the crew members fell off the ship into the sand as well. The sand was shifting so much, they couldn't find the strength to get back to the ship. It was as if they were in water, and they were going to sink down in it. Leanne screamed when the ship was suddenly crushed in half, and almost all of the crew had fallen into the sand. She grabbed onto a remaining piece of the ship to keep herself from falling in and kept a firm grip on it. As the part of the ship she was on began to shift upwards, she went up higher and higher. Her legs dangled helplessly as she held onto the ship with all her life, turning away from the heights, afraid that she would slip and fall.

Lion-O saw the distressed crew as they called for help, and saw Leanne struggling to hang onto the ship. He looked at them worriedly, wanting to go and help them.

"What are you doing?" Koinelius demanded of him when he saw he was still, "Don't stop, lad! Its end is nigh!"

"The crew… they're going to drown!" Lion-O said, "And my friend—!"

"Never mind them!" Koinelius interrupted, "We can always get a new crew. We finish this now, before he submerges again!"

"Isn't it the crew we're fighting for?" Lion-O shouted back.

"Don't tell me you've gone soft like the rest!" Koinelius said in exasperation as he picked up a harpoon gun.

"I guess I am." Lion-O said, he jumped away on various pieces of the ship to try and help the crew. He looked up at Leanne, who shrieked as her grip finally slipped, and she began to fall. Thinking quickly, he jumped up and caught her mid-air and landed on a piece of the ship that was still intact. He put her down on it, and she still held onto him, shaking slightly from fear, "Are you okay?" She nodded numbly, unable to answer. She looked up when she saw Koinelius shoot a harpoon at the ramlak just as it began to submerge, he followed it down with a maniacal laugh. Lion-O stood up and shouted, "Everyone! Over here!" The crew followed his voice and swam through the sand to the wreckage that was still intact and stable enough for them to be on. Leanne reached out and helped WilyKat and WilyKit onto the wreckage, and Snarf quickly climbed up her arm and up to her shoulders, finding comfort there. Once everyone had at least grabbed onto the wreckage, Lion-O used a harpoon gun to shoot at the leftover piece of the ship's hull and began pulling it towards them so everyone would be able to rest on it until the storm passed. WilyKat and WilyKit cheered him on as he kept pulling on the rope. Wanting to help, Leanne created two small whirlwinds under her feet and hovered out over the sand to the other side of the hull. She put her hands to it, and she increased the flow of the whirlwinds at her feet, making her push the hull forward towards them.

Once it was close enough, everyone climbed onto it and rested, tired from the adrenaline rush of being caught up in the storm and in a battle against the ramlak. Leanne flew up once it was there, and rested on the hull next to WilyKat and Kit, who quickly grabbed onto her and huddled up for warmth in the cold winds as the storm went on. Once it died down, and everyone was calm, Cheetara and Tygra went over to Lion-O.

"You steered us into quite a storm, Lion-O." She said with a small smile.

"I know." Lion-O said, sounding guilty, "I lost sight of what's important, and for that, I'm—" He was interrupted by a roar as the ramlak resurfaced. Its mouth opened up and two tentacles came out and wrapped around Lion-O's body, pulling him up.

"Lion-O!" Leanne exclaimed.

"Give him back you slimy sack of tentacles!" WilyKat yelled at it. The beast didn't listen as it swallowed Lion-O whole and moved back down for another bite. Leanne grabbed onto the two kids, holding them close so they wouldn't be its next victims as they screamed in fear. Suddenly, the ramlak stopped, went back up, and cried out as something pierced through its skin. Leanne sighed in relief when she saw it was Lion-O cutting his way out of the creature. Following him out of the creature was a huge blast of water that quickly surrounded them. The crew cheered in joy at the sight of it, because the ramlak was defeated, and their oasis had returned to them. The ramlak turned into a shriveled up plant that was quickly burned by the fish men and had its ashes buried in a single hole outside the shore of their home. The first mate came up to Lion-O as a few other crewmembers were giving Tygra and Cheetara a special boat for them to travel across the sand sea with.

"Thanks to you, we have our home back." He said to Lion-O, clasping his hand with his scaly one.

"I'm sorry about your captain." Lion-O said.

"It was his own foolish choice that led him to his sandy grave." The first mate replied.

"We'd better get moving before the sun sets." Tygra said to Lion-O once he had taken his place at the small boat's wheel.

"So, what orders do you have for your crew?" Cheetara asked him, already having a pretty good idea of what he was going to say.

"Set our course for the Book of Omens." Lion-O said.

"Aye-aye, captain!" Leanne said with a wide grin as she gave him a salute, "And what should we do about these two stowaways?" She pointed her thumb at WilyKat and WilyKit, who gave him cute smiles in order to win him over.

"I said I'm not going to babysit." Lion-O said firmly, "It's a good thing they've proven they can take care of themselves."

"_Yahoo!_" The two kids shouted happily. Leanne laughed at their enthusiasm and she put her arms around both of their shoulders in a hug. They hugged her back, and the three of them laughed when Snarf jumped in between the three of them, wanting to join in the hug as well. Lion-O smiled at the scene as he stepped onto the boat and they rode off, away from the sand sea and going to find the Book of Omens.


	7. Song of the Petalars

**Hey guys! You all gave me such great reviews, it encouraged me to write even more! I want to give a big thanks to all the people who reviewed the last chapter: FoxDemonGrl, pokemonjkl, G. U. 3. S. S., Crystal-Wolf-Guardian-967, yummi gummi, Heart of the Demons, ironfire13, Hotaro Kitsune, Ali, and finalfan21. Thanks for all your support!**

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><p><span>7<span>

WilyKat circled around his sister with a sly smirk, "Well, you don't have to if you're _scared_."

"I'm not scared!" WilyKit snapped at him, she looked away, "It's just…"

"Scaredy cat! Scaredy cat!" WilyKat taunted, pointing at her.

"FINE! I'll do it!" WilyKit shouted, getting him to be quiet. WilyKat stepped back as WilyKit looked down at the froog, a creature that resembled a normal frog in only the way that they were both amphibious. It was a tall creature with big, yellow eyes, six sticky legs, and covered in orange bumps. WilyKit grimaced as she picked it up and, mustering up her courage, put her lips to the creature's mouth. The froog let out a croak as its long tongue shot out, and WilyKit let out a shriek, dropping the creature and quickly wiping her mouth to get rid of the slimy residue left behind.

"I knew it!" WilyKat said with a smile, before singing out, "_WilyKit loves the froog~! WilyKit loves the froog~!_"

"No, I _don't_! You _dared_ me!" WilyKit snapped at her brother. She started to chase after him, and he ran away with a cackle, going past where Leanne and Lion-O were resting by the fire they had made.

"In the blink of an eye…" Lion-O said quietly, watching them run around.

"Hmm?" Leanne looked up at him.

"Nothing." Lion-O said, looking down at the ground, "It's just… I keep thinking about my father." Leanne looked at him sympathetically, "I know it sounds dumb, but I… I thought he'd live forever. He gave his life, and for what? We have nothing left."

Leanne reached over and put her hand over his comfortingly, "That's not true, Lion-O. We have the sword, we have the jewel, we have each other, but most importantly, we have hope."

"Do we?" Lion-O asked, Leanne gave him a soft smile in return.

"Yeah, we do." She said, "You're the one that gives us hope, Lion-O. You're our fearless leader."

Lion-O chuckled, "I wouldn't say 'fearless'." He said, trying to sound modest.

"Yeah, me either." Leanne agreed with a sly grin.

"Hey!" Lion-O said in offense. Leanne laughed at his reaction. She laughed even harder when Snarf suddenly jumped up on Lion-O's head, and made him fall back. Lion-O got back up, "Are you kidding me? _Now_?" His smile betrayed the annoyed sound of his voice as he looked up at the little creature resting on his head, "This better be very important, Snarf." Snarf jumped down in Lion-O's lap, and kept trying to pull him to something, but stopped when a loud boom was heard. Leanne, fearing the worst, used her abilities to get her up onto a tree branch that over looked the forest they were hiding in, and saw green lights of various technological war machines cutting their way through the trees and bushes. A moment later, she was joined by Lion-O, Tygra, Cheetara, Snarf, WilyKat and Kit.

"It's the entire lizard army." Cheetara said, recognizing their machines from their distance. She looked over at Lion-O, "Just say the word, Lion-O." Lion-O looked down at the sword resting in his gauntlet, then looked up.

"No. If we stay here, we die." He said. He stood up, getting ready to leave, but Tygra jumped up.

"ThunderCats do _not_ retreat!" He growled at him.

"With a situation this hopeless, I'll make an exception." Lion-O retorted.

"Hope comes from _action_!" Tygra snapped, "Isn't that what father told us?"

"And look what happened to him!" Lion-O snapped back. "Now, come on." He jumped down from the branch and the others followed him as he led them away from the lizards. Eventually, they came to a huge briar in a dome-like shape. Leanne looked at it in awe, never having seen anything like it. "They won't be able to follow us in there."

"You're asking us to, what? Hide among the brambles until the lizards go away?" Tygra asked, "This is _not_ how we're going to win this war."

"I'm not asking." Lion-O said, he jumped down and headed to find a way inside the briar.

"You may be king," Tygra said as everyone started jumping down, "But I'm still older than you!"

"And, what, that automatically makes you smarter?" Leanne asked sarcastically as she jumped down, Snarf resting on her shoulders. Tygra growled low in his throat at her words, but followed her down. Lion-O directed them to a small entrance they could go through and went in first, his sword cutting through the brambles to make a pathway for them to go through. As they walked through, they heard a soft, lulling sound.

"What is that?" Cheetara asked, as they seemed to get closer to the sound.

"…It's music." Leanne said, hearing a soft, beautiful tune among the sound. When they got close enough to the source, Lion-O looked through a small hole in the thorny briars and saw a large circle of tiny people dressed in leaves that were singing a song to a small seed sitting in a basket in the center. Each one was singing a sweet tune, and the seed was quietly listening, a content look on its tiny face. Lion-O cut through the branches so he and the others could get through. The small people heard them, and stopped singing, all of them looked up in fear at Lion-O and the others, while they looked stunned to see them. One of the tiny people, who seemed to be pretty young, with a little purple, flowery head and leaves for his body, came crawling through the crowd, and started firing off excited questions.

"What are you? I've never seen people like you before! Are you from here in the briar?" He quickly walked up a briar branch, talking a mile a minute, and he pointed to Lion-O's sword, "What's that in your hands? Did you make it?" He climbed up to the top of the branch where he could make solid eye contact with Lion-O, and happened to catch a glimpse of Snarf, "You're not the same as the others, are you some kind of pet?" When Snarf didn't reply, he fired off more questions, "Do you grow from seeds like us? What's that red crystal? How tall are you anyway? Why are you covered with hair? What kind of—" Lion-O cut him off by putting his pinky finger to his tiny mouth.

"Okay, slow down." Lion-O said with an amused laugh, "You sound like _me_ when I was your age." Leanne couldn't help but giggle at his words. It wasn't hard to imagine a young Lion-O that always asked questions to everyone he met. The little people, seeing that Lion-O and the others meant them no harm, smiled and welcomed them. They asked them to come and sit, and tell them about themselves, if only to satisfy the young one's questions. When he noticed that Leanne wasn't like the ThunderCats, he started firing off questions at her, and she answered each one as quickly as he asked them. They all introduced themselves to the people, and the little one looked up at them with wide, awed eyes as one of the people of the village came forward.

"Well, since you've already met young Emerick," He said, introducing the little curious one, "We are the Petalars. We come from a far-off paradise called The Garden. One day, long ago, a great disaster befell our people. A terrible wind, like none recorded in all our history, whipped through our homeland, and swept up the entire Petalar race. Carrying us across the sky, and bringing us here, to Briar Woods, and here we have remained, stranded, for generations."

"Generations?" Tygra repeated, "Is this place so big that you couldn't find your way out in all that time?"

"But, we've got a map!" Emerick said as he and his friend held up a leaf that was their map, "It's very, very old. And it will lead us out of the briar to the Cliff of Winds. If we can find it, we'll be able to ride the winds all the way home." Lion-O reached down and picked up the old leaf, looking over the map.

"We'll help you." He said, "And together, we're both gonna find a way out of here, Emerick. I promise." The Petalars all cheered loudly as Emerick jumped up and grabbed onto a piece of Lion-O's hair, swinging back and forth on it, and because he was so light, it didn't cause Lion-O any pain. He only laughed as he started cheering, "Hooray for Lion-O! Hooray for Lion-O!"

Cheetara smiled, "Seems like Emerick's found a hero."

"Hmph. He's too young to know better." Tygra said, Leanne shot him a look.

"At least he's not following a pompous, arrogant guy who thinks the entire world revolves around _him_." She said with a grin. Tygra shot her a look, and she laughed as she got up and avoided his swipe at her. "Good try, but no." She stuck her tongue out playfully at him as she turned away, walking over to where some of the Petalars were getting ready and she wanted to offer her help. Tygra looked away from her, but glanced back once or twice when she laughed when some of the kids decided to hitch a ride on her fingers, grabbing onto them and swinging around as if she were a fun ride.

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><p>They started at a small cliff, a little ways away from where the Petalars had made camp. Cheetara was looking over the map, and then around them. Bringing up the rear of the group, Lion-O and Leanne were watching over Emerick, who was using one of the briar needles as a sword.<p>

"I can't recognize a single landmark on this map." Cheetara said, not knowing where they should go.

Leanne and Lion-O watched in amusement as Emerick was practicing with his sword. He looked up at Lion-O after a couple swings, "When I grow up, I want to be like you, Lion-O."

"Enjoy your childhood," Lion-O told him, "Trust me, you'll miss it when it's gone."

"But I want to be a hero!" Emerick said, "Can you give me sword lessons?"

"Well, first, you can't just wave a weapon around like that." Lion-O said, he took out his own sword to demonstrate, "You need to concentrate. Be more precise."

"Be more per… preh… pre-size." Emerick repeated, having a little trouble pronouncing 'precise' as he copied Lion-O's movements, "Right." Leanne giggled and held out her hand for the little Petalar.

"You can't wait to grow up, can you?" She asked him. Emerick smiled at her and she smiled back. She looked up when she heard a loud squawk, and a huge, six-eyed bird came down and snatched Emerick up in its claws.

"Help me Lion-O!" Emerick shouted. Lion-O and Leanne ran after the bird.

"Emerick! Fight back!" Lion-O shouted up at him. Emerick jabbed at the bird's feet, and it dropped him. Leanne used her powers to blow the bird away so Emerick wouldn't get caught by it again. They ran to where Emerick had fallen, looking for the little, purple-headed Petalar. Finally, they spotted him a few feet away, and they both sighed in relief.

"Emerick, you scared us half to death!" Leanne said with a relieved smile as she and Lion-O ran over to him. When they got closer, they noticed that it wasn't Emerick. He was taller, leaner, and looked a little more mature than he was supposed to be.

"Lion-O! Leanne!" He said happily when he saw them, "I thought I'd never see you again."

"Who are you?" Lion-O asked him, "Where's Emerick?"

"What are you talking about, Lion-O?" He asked with an amused smile, "_I'm_ Emerick. Don't you recognize your old friend?"

"But… Emerick is just a child…" Leanne said, looking at him.

"Maybe the last time you saw me." Emerick said, "But, I suppose I was lost in the woods a long time."

Leanne and Lion-O shared a glance, and then looked back at Emerick.

"Uh, not _that_ long." Lion-O said. Emerick smiled up at them.

"You never gave up trying to find me." He said.

"No problem." Leanne replied. Emerick jumped over a briar branch and started walking back to the main group of Petalars as Cheetara came up to them, holding a small Petalar that was just a child, much younger than Emerick was when they first met him.

"As the ancient Thunderian philosopher said, 'Time is relative'." Cheetara put the child down on the ground, where he instantly began running around, chasing after a low-flying butterfly.

"Funny, there's a guy in my world that said the same thing, but he was a scientific genius." Leanne mused. She looked at the child curiously as he ran around.

"This child was just a baby _hours_ ago." Cheetara said, Lion-O and Leanne looked at her in surprise, "The Petalars entire existence seems to pass in the course of a single day." When she mentioned this, one of the older Petalars fell, his body turning to old, colored leaves that floated around into the air, "But from _their_ perspective…"

"It's a lifetime." Lion-O finished.

"So… when they said they were here for 'generations'…" Leanne began, "They might have only been here for a few days." Cheetara nodded in agreement.

"That's right." She said. Leanne looked down at the little race of people in amazement. They only live for a single day. What did they think of someone who lived a little longer than that? What would they think of them, who lived for years and years? Did they think they were some kind of gods? Or angels? It was hard to picture, but she assumed that, if she met someone who lived for much longer than the average human, she would think they were some kind of supernatural creature. She couldn't help but wonder if the Petalars saw her and the others this way, or if they knew that everyone else lived longer than them and they were fine with it. It was a hard thing for her to completely understand.

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><p>Leanne looked at Tygra, who was leading the Petalars with the map they had given them.<p>

"Are we making _any_ progress?" She asked him, getting tired of walking around.

"If the map is meant to lead us into every single thorn bush in the briar, then _yes_! We're doing _great_!" Tygra said sarcastically. Leanne rolled her eyes. She looked up at the top of the briar, where a small bird flew over her head.

"Maybe we'd get a better idea of where we're going if we had a bird's eye view." She said.

Cheetara looked at her in shock, "You're not thinking of flying up there, are you?" Leanne shrugged.

"Why not? I'm the only one that can, anyway." She replied, she went up to Tygra, "Gimme the map."

"Leanne, no." Cheetara said sternly, "You're going to hurt yourself!"

"What are you, my mother?" Leanne asked, rolling her eyes at her and snatched the map out of Tygra's hands.

"Hey!" He tried to snatch it back, but Leanne held it just out of his reach, sticking out her tongue at him. WilyKat and WilyKit, who were watching the little exchange, giggled at her.

"Look, I'll be fine." Leanne said to Cheetara as she moved away from Tygra, "I won't go all the way to the top, just high enough so I can see where we're going." She created little whirlwinds under the arches of her feet, and she flew up into the air, not seeing how the Petalars looked at her in awe as she went up higher and higher. When Leanne got to a good point, she looked at the map, then at the path in front of them. She hummed thoughtfully as she tried to figure out the tiny map, turning it on its side and upside-down to try and make it match the path in front of them.

"What do you see?" Tygra shouted up at her, she looked back down at him.

"I think we just keep going straight!" She shouted back as she started to come back down and handed the map back to him, "At least until we get to a particularly curly briar branch, then we go right."

"Not much help, are you?" He asked as he kept walking. Leanne scowled.

"At least I'm _trying_!" She snapped back. Tygra ignored her as he kept walking. Leanne sighed. "Even after he has no reason to suspect me, he still hates me." She crossed her arms across her chest, glaring at his back.

"I don't think he _hates_ you." Cheetara said, coming up next to her, "I think he's just… getting used to you. Give him some time."

"Time?" Leanne repeated in frustration, "Isn't a whole _week_ enough time?" She threw up her hands in defeat, "This place is insanity!" Cheetara sighed as she went over to where Lion-O was bringing up the rear of the group, where he was watching Emerick practice with his thorn sword. "Hey, Lion-O."

"Hey," He replied, smiling at her as she started walking next to him. He turned his attention back to Emerick as he kept swinging, his movements more precise than when Lion-O had first given him advice on the subject. "You're getting pretty good, Emerick."

"I hope so." Emerick replied with a smile, "I've been practicing since I was a kid." He looked up when something caught his eye, and they saw that it was the bird from earlier, coming down to try and snatch up some more of the Petalars. Emerick ran towards the bird, "My old nemesis… We meet again." The bird landed and he quickly started jabbing at where it landed, its wings had a special, claw-like quality to them, so they acted as arms for the creature. Emerick attacked them again and again, until the bird swung out his clawed wing and knocked the needle sword out of Emerick's hands. He started running for it, not noticing how the bird was about to chomp down on him because he wasn't watching his back, so Leanne blew the bird away with a gust of wind, and when that didn't get it away, Lion-O came up and sliced at the bird, hitting its beak once and scaring it off. Emerick saw this and scowled at Lion-O, running up to him.

"What are you doing?" He demanded, "I had him!"

"That was dumb, Emerick!" Lion-O scolded him, "You could have gotten hurt!"

"You're not the boss of me!" Emerick snapped, "So don't tell me what to do!" He ran off to join the other Petalars.

"Teenagers…" Lion-O sighed, shaking his head. Leanne giggled a little at him, and he turned to her, "What?"

"Nothing." Leanne replied, "Just thinking of the irony of those particular words." Lion-O looked at her curiously, "I mean, _you're_ a teenager, aren't you?"

"Whatever." Lion-O said with a small grin, and they kept walking.

* * *

><p>It was dusk, now, and everyone was exhausted from walking around all day. Leanne and Lion-O caught glimpse of one of the older Petalars, who was just a young man when they first met him, fall to the ground, his body disintegrating into tiny leaves that floated off into the air. Lion-O looked at where he had fallen sadly.<p>

"What's the point of it all?" He asked quietly, "Kingdoms rise and fall, lifetimes come and go. Are any of us here long enough to even make a difference?" Leanne looked at him sadly.

"You sound like an old man, talking like that." A voice said. They looked to see one of the adult Petalars was the one who said it. His purple, flowery head having a familiar face to it.

"Emerick?" Leanne asked in surprise.

"With so many great adventures ahead of us," Emerick said, coming up beside them, "We still have a chance to make our marks." Lion-O smiled.

"Yes, my friend." He said, "Many adventures, I hope."

"It can't be…" Emerick breathed, looking ahead of him. He ran up and jumped up high enough to get the map out of Cheetara's hands, and looked it over. He smiled when he looked at six, curling branches in the briar that formed an archway, "This is it! The gateway to the Cliff of Winds!" He turned to the other Petalars, "Once we get through this pass, we'll be free!" The Petalars cheered loudly and all started running towards the archway.

"Then let's go." Lion-O said to the others, following the Petalars inside. Leanne heard a strange noise and turned to look back at what it was, and cried out when she was shot down by something. Lion-O ran to her, but was shot down as well.

"Lion-O!" Cheetara exclaimed, she and Tygra got ready to fight the opponent firing at them, who appeared as a lizard with incredible camouflaging abilities, but were stopped when a second lizard came down from above, knocking them both down. A third lizard shot out a pair of electric weights at WilyKat and WilyKit, tying them together as they fell to the ground. The lizards laughed at their catch, one of them putting his big foot to Lion-O's face.

"You were fools to try and outrun your fate." One of the lizards said with a smirk.

"Outrun this!" Emerick shouted as he ran towards the lizard, needle sword at the ready. The lizard easily knocked him away with his tail and he went back to where the other Petalars were. One of the lizards hissed as they leaned down, looking curiously at the Jewel of Omens around Leanne's neck.

"I think Mumm-Ra will be very pleased with this one." He said. Leanne gathered up all of her courage and spat in his face. The lizard snarled angrily and flinched back, wiping the saliva from his eye. "Why you little brat!"

He was about to crush her head under his foot, when they heard battle cries, and the Petalars ran towards the lizards, Leanne watched with wide eyes as they jumped up, suddenly turning into some kind of golden dust that resembled pollen. The lizards began to hiss in pain as it filled their eyes and clouded their noses. Seeing the chance, Cheetara got up and knocked one of the lizards out with her staff. Tygra got up and knocked his head against one of them, knocking that one out. Not wanting to hurt the Petalars flying around her, Leanne kicked one of the lizards in the gut and pushed them back into part of the briar.

"You can't fight what you can't see!" The camouflaging lizard said, blending in perfectly to the area around him.

"We can take care of that!" WilyKat said as he and his sister threw two pieces of fruit at the lizard, the juice of it exposing him.

"I can see you now." Lion-O said, he raised up his sword and knocked the lizard down. Emerick climbed up on his body and pointed his sword towards the gateway.

"Charge!" He shouted, all of the Petalars ran towards the gateway, going through it, Cheetara, Tygra, WilyKat, WilyKit, Snarf, Leanne and Lion-O following. It was too small for them to walk through, so they had to crawl through. Lion-O was just behind Emerick as they went through.

"You were great out there, Emerick." Lion-O said to him, "You've really grown into quite the young man."

"Well, I had a pretty good role model." Emerick replied with a smile. He ran forward, needle sword high, "Now, the Cliff of Winds awaits!" Excited shouts came from the Petalars as they kept running through it. At the end of the tunnel, though, their smiles fell, and it wasn't hard to see why. It was a dead end, with only one of the briar branches curling up from under the ground.

"Uh, there's no cliff here." WilyKat said.

WilyKat quickly put her finger in her mouth, then pulled it back out, holding it up in the air, "_Or_ winds," She said, "Just more woods."

"I… I don't understand." Lion-O said, looking around them.

* * *

><p>Night had fallen, and it was too dark to travel anywhere in the briar, so the group decided to stay at wherever it was they ended up and get some rest, and figure out where they went wrong.<p>

Leanne and Tygra looked over the map, trying to decipher it.

"Maybe I misread the map." Tygra said.

"There are a lot of places we could have gotten confused at." Leanne said, "Maybe we took a wrong turn somewhere."

"Or maybe there _is_ no Cliff of Winds." Lion-O said from where he was sitting beside Leanne, "Maybe the map is a lie."

"No, when I looked over it, the Jewel of Omens never gave me any indication that it was a lie." Leanne said, she looked down at the red jewel around her neck, "Or… does that only work with people…?"

"Perhaps our forefathers wanted to provide us with hope." Emerick said, "Hope so we'd never stop looking for our way back home."

"Is that all hope is, then?" Lion-O asked sorrowfully, "An illusion?"

Leanne suddenly had a strange scent fill her nostrils. She sniffed at the air, trying to figure out what it was exactly, but could only decipher one particular thing about the smell.

"Is something burning?" She asked.

Emerick gasped, and they all saw that the briar was burning, the fire was spreading slowly, not fast enough to kill them right away, but it was no sudden burst of flames around them. They saw small embers from the fire falling carefully over them.

"Things are about to get a little _more_ hopeless." Tygra said, seeing the fire.

"We have to retreat. Again!" Lion-O said in exasperation as he turned and headed for the exit. Emerick stepped out in front of his feet, stopping him.

"No, we must go toward it!" He said.

"_Toward_ the flames?" Lion-O asked in shock, "Are you _crazy?_" Emerick stepped closer to where one of the briar branches had curled up.

"Can you feel it, Lion-O?" He asked with a smile, "Do you know what this is?" They watched as the branch slowly uncurled, going up higher and higher until it was completely unfurled, going as high as the briar itself.

"The updraft from the fire…" Leanne breathed when she saw it, then she smiled, "It's making wind!" The Petalars all began to stand up and looked at the Cliff of Winds in awe.

"This is why you never give up hope!" Emerick said, he raised his sword up high, "We're going home!" The Petalars all started running towards it, picking up leaves, flowers, and other various things that would help to keep them afloat if they needed it. Leanne helped gather up some of the larger leaves that rested at the top of the briar branches by using her powers and handing them out to multiple Petalars. WilyKat, WilyKit, and Snarf all helped with some of the others, and helping the youngest ones to get going up the branch. Leanne came over to Lion-O when she was done handing out different leaves and smiled at him. He smiled back.

"I think that's everyone." Leanne said, watching as the steady train of Petalars walked up the branch to the top, floating away at the top and riding on the winds.

"Not quite everyone." Lion-O said, pointing to one of the elder Petalars who was sitting still, watching the others leave. His petals were a pale, faded shade of purple, and he was simply being still, doing nothing. Lion-O knelt down and picked the old man up in his hands. "Hurry, there's not much time. Literally." The old man fell onto his back in Lion-O's hands.

"This, I'm afraid, is the end of my journey…" The old man said quietly. He shifted slightly, and a small needle sword fell from his hands. Leanne gasped as she looked back at the old Petalar.

"Emerick?" Lion-O gasped, looking at the now old and withered Petalar.

"It's all right… old friend." Emerick said.

"In the blink of an eye…" Lion-O murmured sadly, knowing Emerick was dying.

"In the end, what matters isn't how long we've lived," Emerick said, "But how fully we've lived." The other Petalars gathered around, singing, "The good we've done, the friends we've made… the love we shared along the way." Lion-O's eyes began to fill with tears at the sight of him, and Leanne had tears of her own streaming down her cheeks, but she did not sob.

"I'm sorry I couldn't get you to the Garden." Lion-O said.

"It's the journey, Lion-O." Emerick said, "Remember that…" He let out a soft sigh, and his body went limp in Lion-O's hands. They watched as his body disintegrated into small, purple leaves that flew up into the air. WilyKit began to cry, and WilyKat comforted her, even though he was crying, too. Leanne, as she wiped away her own tears, saw that Lion-O was on the verge of crying himself. She knelt down beside him, and embraced his shoulders in a hug. Lion-O instantly took her comfort, putting his hand over her arm, taking a deep, shaky breath in and out. After a moment, he stood up, and Leanne let go of him as she stood up as well.

"It's time to go home." Lion-O said. They went up on one of the risen, unfurled branches and watched as the Petalars floated up into the air on the wind. The Petalars waved and shouted their goodbyes as they floated up into the air. Leanne watched them leave with an awed expression. Seeing them fly away into the night was like watching a group of stars move across the sky. It was a beautiful sight to behold, even if she hadn't known the Petalars, she would still be amazed by the sight of them floating away from them. She listened as WilyKit played a melodic tune to say goodbye to the Petalars, and felt her heart swayed by the music. She wiped her eye when a tear began to fill it. Lion-O saw this and knelt down, putting a hand on her shoulder. She smiled at him and scooted in, leaning on his shoulder, watching as the new friends they had made flew off to their home.

Once they were finished, they went back down to the ground, the fire still spreading around them.

"So, what now?" Tygra asked Lion-O.

"We can find another way out of here." Leanne suggested.

"Retreat?" Lion-O asked, turning to them, "ThunderCats never retreat. I say we face the lizards," He smiled at them, "And hope for the best." Everyone smiled back at him, glad to see that Lion-O had his hopefulness about the situation again, "We're all leaves passing in the wind, here and then gone, but while we're here," He reached up and grabbed the hilt of his sword, "We live to the fullest!" He drew out his blade, a battle cry sounding, and the crystal in the sword lit up into the sky, making the ThunderCats crest on the smoke from the fire. Using the sword, Lion-O carved a path for them through the briar straight to where the lizards were. They all ran in, ready to fight. Lion-O cut down every lizard that stood in his way. Tygra used his gun and shot down one soldier after another. Cheetara, using her staff, knocked away five lizards at a time. Leanne, using her powers, blew back ten lizards at a time, and using those extra quick air slices to wound them. Despite all their work, though, they were all soon surrounded by the lizards, with all of the weapons pointed right at them. They all stood in a circle, back-to-back, as they waited for the lizards to fire off at them.

"There are too many of them." Lion-O said to the others.

"Father would have been proud of your bravery, Lion-O." Tygra said.

"A glory I'm honored to share with all of you." Lion-O returned, smiling at the others.

"My service to the crown has always been a cherished privilege." Cheetara said.

"I gotta say, this isn't quite how I pictured the end," Leanne said to him, "But it never hurts to go down fighting." Lion-O nodded once at them and they turned to face the lizards.

As one of the lizards' robots fired up its huge gun, a shot came at it from nowhere, causing it to explode. In the distance, a loud engine could be heard as another shot was fired, causing a second robot to explode, a third was fired, and a third one exploded. The lizards began to run away in fear.

"Hold your position!" The lizards' general, Slithe, shouted at them, "I said _hold your positions_! You miserable _cowards_!" The machine that was taking them all down came closer and closer to them.

"What _is_ that thing?" Leanne asked as it came closer. It easily avoided one of the shots coming from the last robot standing. It fired back, and it exploded like the others. The lizards, terrified by this new enemy, ran away from it in fear.

"Hope that thing's on our side!" WilyKit said as the machine came to a stop in front of them. The top of it opened, and a huge, muscled form stepped out. One of the braver lizards who had stayed behind ran towards him, and he easily knocked it away with a pair of nun-chucks. They all looked up at this newcomer in amazement.

"Who are you?" Lion-O asked him.

"Name's Panthro."

* * *

><p><strong>I live off your reviews. :3<strong>


	8. Old Friends

8

Everyone watched as Panthro, a huge, muscled ThunderCat, who had plenty of scars from days at war from when he was younger, and some that were possibly a little more recent than that, worked on his Thunder Tank, which seemed to be malfunctioning. His fur was a light shade of charcoal, and his eyes were both red, but one was cloudy with blindness from a scar that went over his eye.

"I didn't think he'd be so… big." Leanne said when she saw him, "I thought he'd be, y'know, smaller." Panthro yanked open the covering for the tank's engine with ease, making WilyKat and WilyKit gape at him.

"I thought he'd be less spiky." Cheetara said, talking about the red vest he wore with grey spikes coming out of it. He also wore a pair of matching red, spiky gloves. Tygra saw the slightly awed expression on Lion-O's face and smirked. He nudged him with his elbow.

"Go on, _Lord of the ThunderCats_," He said, "See if your loyal subject needs help fixing his tank. That is, unless you're _scared_."

"Tygra!" Leanne said in an admonishing tone. Lion-O, not going to turn down Tygra's challenge, stepped closer to the tank where Panthro was working, his back facing Lion-O.

"Hey, Panthro." He greeted, trying to sound friendly.

"Go away." Panthro said, "Can't you see I'm busy?" Lion-O's smile fell into a frown.

"Oh, _come on_!" Lion-O said, "You're really just going to ignore us forever? What are you so grumpy about anyway?"

"You're standing on my samouflange." Panthro said. Lion-O jumped, looking down at where his feet were and lifting them up.

"Uh… sorry." He said, even though he wasn't sure where the samouflange was, or even what it was. He cleared his throat, "Look, maybe I can help. I've dabbled in a little tech myself, and so has Leanne."

"Hi." Leanne waved at him, but he didn't bother turning around to look at her. Instead, he stood up and looked down at Lion-O.

"The Thunder Tank is out of Thundrelium." He said, "Now I've got to risk my hide to get more at the Cloud Peak mine!" He pointed to a far-off mountain in the distance. It was incredibly tall, but instead of there being a top to the mountain, it looked as though it had been cut off, leaving a flat surface on the top.

"If you're going after Thundrelium," Lion-O said, "We're coming with you." Panthro looked at him out of the corner of his good eye.

"Let me put this as respectfully as I can… No."

"I _am_ the king now, general." Lion-O said, putting emphasis on Panthro's status. Panthro jumped down from the tank, towering over Lion-O.

"Fine. Slow me down or get in my way, and you're on your own." Panthro turned to the others, "Any questions?"

Leanne raised her hand up halfway as if she was in a classroom, "What's a samouflange?" Panthro rolled his eyes at her.

"And you come from a world of technology." He scoffed, Leanne scowled at him, planting her hands on her hips.

"What the heck is _that_ supposed to mean?" She asked him testily, "Not everyone can be a tech genius!" Panthro ignored her as he walked away. Leanne looked over at Tygra, "He hates me even more than _you_ do, and that's saying something!"

"Something we can agree on." Tygra said, crossing his arms across his chest. Lion-O had WilyKat, WilyKit, and Snarf wait at the tank for them to get back, promising that they'd be back before dark.

"If we don't all die first…" Panthro muttered under his breath. As they walked through the woods to the mountain, Panthro started making a conversation. "You sure have a motley crew on your hands, kid. It's a miracle you survived this long without any adult supervision."

"Well, we've been doing just fine under my command." Lion-O said, a little peeved that Panthro doubted his leadership because of his age.

"If you want to stay alive, you're gonna have to listen to me." Panthro said.

"Lion-O _is_ the king, Panthro." Leanne said in his defense, "And he's a pretty darn good leader." Lion-O smiled gratefully at her, and she smiled back.

Panthro laughed, "Could have fooled me. Your father, now _he_ was a leader."

"The king fought to his last breath trying to save Thundera." Cheetara said, "In the end, Grune's betrayal was too much to overcome."

"Grune… We've been inseparable ever since that first day we met on the battlefield." Panthro said, there was something in his voice that made Leanne look up at him. A melancholic tone that was tinged with the tiniest bit of anger. _If they were inseparable_, she thought, _then when he betrayed Thundera, Grune betrayed their friendship._ Feeling a little bit of pity for the man, Leanne reached out to him. Her fingers barely brushed his fur, before her eyes became filled with a vision.

* * *

><p>It was a battlefield, and a huge one. It was at Thundera's walls before the city had fallen. The lizards were attacking them, and they were even with the cats at the moment. She could see the bodies of the dead soldiers all around the place, victims of the lizards' flaming catapults. She saw two soldiers carrying a heavy boulder to one of their catapults, ready to fire it, but were blasted back by one of the lizards' and they fell to the ground, their bodies slightly burnt. She saw someone, a much younger Grune, whose brown mane of hair was much smaller than it was now, and he had both of his saber teeth.<p>

"Finally," A voice said, Leanne tried to turn her head to see who it was, but found she couldn't, "Another cat who pulls his weight around here." With a start, Leanne realized she was seeing this memory from Panthro's point of view. This was his memory of the day he first met Grune on the battlefield. Grune tossed the boulder to him, and he easily caught it, "Name's Panthro."

"Grune." He replied, getting the catapult ready, "I don't know about you, but grunt work wasn't what I had in mind when I enlisted!"

"You've just got to prove yourself." Panthro said, loading the boulder onto the catapult, "Rise through the ranks."

"I don't have the patience for that." Grune said, his eyes gleaming as he looked at something. He released the catapult, and the boulder went flying into Thundera's own wall, right where a group of lizards had been battling King Claudus. The wall fell, taking the lizards with it, but Claudus remained, perfectly fine. He looked down at the two soldiers who had helped him, and they looked back. Grune shouldered his weapon, a round, spiked bludgeoner, and Panthro gave him a thumbs-up.

* * *

><p>Now, Panthro was in the palace, and Leanne could see one of the clerics pinning a special medal to his chest. She wasn't sure what it was exactly, but she knew it was a reward for his and Grune's bravery in the battle. She listened was the crowd applauded them for their efforts. They looked up at where the king sat on his throne, looking down at them.<p>

"Look at us, Panthro." Grune said quietly to him, "Soon, we'll run this entire kingdom."

Panthro chuckled, "You plan on becoming a lion?"

Grune chuckled as well, "_No_, I plan on becoming king."

* * *

><p>Now, Panthro was at a battlefield, but it wasn't Thundera specifically. It might have been a little ways away from it, but in the distance, she could just barely make out the walls of the castle. She watched through his eyes as Panthro took down a lizard with his sword, and when a second one came up, they smashed the blade in half, and he dropped the sword. He pulled out his red-and-blue nun-chucks and started taking out lizards with ease. He and Grune came back to back as they fought.<p>

"If you want to make it to General," Grune said to him, "You'll have to do better than that!"

"I'm eleven lizards ahead of you, captain!" Panthro laughed out. Grune swung his bludgeoner, and took out two lizards with his strike. He laughed in victory.

"Make that _nine_!" He said. Leanne watched as Panthro and Grune shared a friendly competition on the battlefield. Is that how it always was for them? Were they just friendly rivals in the heat of battle? They must have been very close, Leanne mused.

* * *

><p>Now, his memory skipped ahead a few years, to when Panthro and Grune looked the way they did now, war scars and missing tooth and all, and Leanne saw two very familiar faces. It was a very young Lion-O and Tygra. They both had wooden swords and were fighting one another. Leanne would have cooed in adoration at Lion-O's adorable child-self if she could. He and Tygra were going at it as if they were in a real fight.<p>

"Don't hold back, Tygra!" Grune called to him, "You're stronger, _faster_! Use your advantages!" Tygra did as Grune said, and jumped up high, and brought his sword down on Lion-O. He fell back and dropped his wooden sword, and when he pushed himself up, Tygra pointed the end of his wooden sword at him, showing that he had won. "Excellent. Now continue your training, and remember! What you cannot earn can always be taken!" Tygra looked admirably at Grune as Lion-O stood up. They both looked up at King Claudus as he came to the two of them.

"My two finest warriors," He greeted, they both stood up straight in his presence, neither of them ones to disrespect the king (At the moment, anyways). "I know what you're waiting to hear. I've chosen Lynx-O to be the general of the army." Both Panthro and Grune's jaws dropped.

"Lynx-O has less experience than _either_ of us!" Grune said through gritted teeth.

"That's why I'm keeping you together for a much more important task." Claudus said as he pulled out a scroll that depicted a large group of cats worshiping a book that had a pillar of light shooting out of it. "The Book of Omens, I believe, is _more_ than a legend. And if anyone can find it, it's you two. I hope you understand." Grune growled angrily in his throat, but he said nothing. Panthro stepped forward and bowed to the king.

"Our role is not to question your highness." He said.

* * *

><p>Leanne pulled her hand back with a start, and looked up at Panthro with wide eyes. He looked down at her when he felt her touch on his arm, and quirked an eyebrow curiously at her expression.<p>

"What's the matter with you?" He asked, "Haven't you ever seen a cat before?"

"Um…" Leanne wasn't quite sure if she should tell him that she saw his memories in that single second that she touched him. Panthro narrowed his eyes at her when she didn't come up with an immediate answer, "I…"

Panthro turned away, walking ahead, ignoring her again. Leanne looked around at the others, who looked at her curiously.

"What?" She asked them, they didn't reply.

* * *

><p>Panthro used a special scope to check out the entrance of the mine, seeing two armed lizards guarding it. Beside him was Lion-O and Leanne, and behind them was Tygra and Cheetara.<p>

"That's the access tunnel we need to get to." He put down the scope and turned to the others, "Doesn't look too heavily guarded."

"I say we take them now." Lion-O said.

"We'll wait for darkness." Panthro said, he and the others started to crawl away into a hiding place to wait. Lion-O scowled, staying at the place where he could see the access tunnel.

"Who's in charge here?" He growled to himself, but Leanne still heard it.

"It's a decent plan." She said to him, "If it's dark, we _do_ have a better chance of getting in unnoticed."

"I thought you were on my side." Lion-O said grumpily.

"I'm not taking sides, I'm just saying Panthro's plan is the safer one." Leanne said. Lion-O wasn't listening, he was looking down at the entrance to the tunnel where the two lizard guards were. He glanced back to where Panthro and the others had left, and smirked. Leanne looked at him with surprised eyes and she nudged him roughly with her elbow, "You better not be thinking what I think you're thinking."

"That depends on what you think I'm thinking." Lion-O replied with a smirk.

"You know _exactly_ what I think you're thinking." Leanne said, "Don't do it, Lion-O. It's stupid."

"What is?" Lion-O said, playing innocent.

"You going down there and taking out those guards by yourself!" Leanne hissed. Lion-O smirked.

"Your words, your idea!" He said, jumping up and going down there. Leanne gaped at him.

"Lion-O!" She tried to reach out and stop him, but he got away too quickly. Leanne sighed, shaking her head, "Oh, brother…" She got up and went over to the others, quickly telling them what just happened. When she was done, Panthro made a remark about Lion-O not having a brain and he led the group down to where Lion-O was already surrounded by a large group of lizards.

"Drop your weapons!" He shouted at them, they didn't budge, "Please?"

"Kill him!" The lizard in charge shouted. Before they even pulled the triggers on their guns, Panthro had pulled out his nun-chucks, and had easily begun taking out two lizards every second. After a moment, all the lizards were down on the ground, unconscious. Lion-O looked up at Panthro in awe of his battle skills as he put his weapon away.

"What is _wrong_ with you_?_!" Panthro demanded.

"Me?" Lion-O asked, "_I_ gave an order! _You_ ignored it!" The two cats glared at each other. Fearing things might get worse, Cheetara, Tygra, and Leanne went over to Lion-O's side.

"He is the king now, Panthro." Cheetara said.

"So that means I've got to listen to any idiotic order he gives me?" Panthro snapped, still glaring at Lion-O.

"I guess all the stories of your undying loyalty were exaggerated." Lion-O replied, glaring back at him.

"You'll have my loyalty when you show me you can do more with that sword than just carry it around!" Panthro said, he started walking into the tunnel, he looked over his shoulder at everyone but Lion-O, "Come on, let's find the Thundrelium and get out of here." Everyone did as he ordered and followed him inside, Leanne hesitated when she saw Lion-O wasn't coming.

"Lion-O?" She called softly, she went over to him, putting her hand gently on his arm, "Are you okay?"

"Yeah…" Lion-O mumbled, he pulled his arm away from her hand and started following the others. She followed him inside.

* * *

><p>As they snuck through the tunnel, they passed a large amount of mining equipment that wasn't being used. They went through a tunnel, and stopped at the entrance of it, and looked down at the mining that was being done by the lizards. Carts of magenta minerals, which looked like quartz to Leanne, were being sent through a system they had set up.<p>

"Thundrelium…" Lion-O murmured, seeing it.

"Enough to power a thousand Thunder Tanks for a thousand years." Panthro said. A form walked past the tunnel they were hiding in, and everyone recognized the huge, dark-furred cat with only one saber tooth. Panthro glared at him, "Grune…" Leanne, judging by the look in his eyes, stayed away from him. She thought it was too personal to see into his memories again, and she didn't want to. They watched as Grune went toward a full cart of the magenta-colored power source and picked up a small one, inspecting it with a smile. Panthro moved away from the entrance and looked back at everyone else, "We move on _my_ lead, got it?" No one disputed him, even though Leanne could tell Lion-O really wanted to.

They hid out in a tunnel that the lizards were using to get the Thundrelium in and out of the mines. One lizard came in, riding on a motorized cart out of the tunnel. When he was deep enough in the tunnel that the darkness concealed him from the other lizards, Cheetara jumped up and threw him down. The lizards outside the tunnel heard the other lizard's cry of pain and they hissed angrily, their weapons pointed at the tunnel's entrance as they went inside. Tygra, who had made himself invisible with his whip, made himself visible again and knocked the two of them out, throwing one against the wall, and throwing the other one out of the tunnel. More lizards had begun to gather at the entrance, and two more went in. Leanne used her powers to blow them back with a huge gust of wind, causing them to hit their heads, which had lost their helmets, to bang against the ground, effectively taking them out. Two more came in, and Lion-O raised up his sword, cutting through their gun, making it explode. The sound of the explosion caught the attention of everyone outside the tunnel, including Grune, and they made their appearances known.

"ThunderCats!" He exclaimed, seeing them, "Oh, you fools! You brought the sword and the jewel right to me! And now you'll never make it out of here alive."

"They will." Panthro said from behind him. Grune turned around, looking at him in shock as Panthro glared at him, "I just can't say the same for you."

Quickly regaining his composure from the sudden surprise, Grune sighed tiredly, "You've always been hard to kill, Panthro."

"I can be stubborn when it comes to dying." Panthro said.

"This isn't going to go well, is it?" Cheetara asked.

"Nope." Leanne replied, popping her lips on the 'p'.

"Now, let's see…" Panthro growled, "When was the last time I saw you? Oh, I remember, after dragging us through a hellish sandstorm, you went into that pyramid, and released Mumm-Ra from where he was imprisoned! And when I tried to stop you, you fought me until I couldn't and left me for dead!" He gritted his teeth angrily at the end, "We sure have some great memories together! You betrayed me, Grune! You betrayed your brothers! All those deaths, and you're still not the king!"

"Don't lecture me, Panthro." Grune said, "If it's revenge you seek, then come take it."

"With pleasure!" Panthro growled, pulling out his nun-chucks. He stopped when the ground began to shake.

"What is that?" Leanne shouted over the rumblings, "An earthquake?"

"The only thing you can trust!" Grune shouted as something shot out of the ground, showing that it was a robot designed specifically for drilling, just by looking at its robotic limbs, which were basically just large drills, "A machine!" He looked up at the robot, "Destroy them, Driller!" The machine, doing as it commanded, went after the others as Grune began to run, "Until next time, Panthro!"

"Grune!" Panthro snarled, going after him. Driller blocked his path, and when Panthro tried to knock him out of the way with his nun-chucks, Driller easily knocked them away and threw Panthro back before he started drilling multiple holes all through the mine around them. After a second, he stopped, and there was a silence. Leanne could hear her heart pounding in her ears as she waited for the robot to attack. The rumbling sound of him drilling through the ground began again, and the floor she stood on began to shake. Driller came out of the ground behind her, and she jumped back in fear. Lion-O, acting quickly, pulled out his sword.

"ThunderCats! _Ho_!" The Eye of Thundera quickly began to glow, and he stepped in front of her. The Eye of Thundera shot out small bolts of lightning and Panthro looked at Lion-O with wide eyes as he wielded the sword's power. The Driller paid no attention to it as he turned his arms into a giant buzz saw and came at Lion-O. He easily blocked the strike and knocked the robot away. The machine quickly recovered from it, he ran back at Lion-O, using his drilling head as a weapon this time and Lion-O blocked it with the stone in the sword. No matter how hard Driller tried to break through it, he couldn't.

"Now _that's_ what I call impressive!" Panthro said, watching the battle. Lion-O pushed the robot back, and cut off the top of the drill on his head. The robot fell to the ground, the cut Lion-O had made causing him to malfunction and shut down. Suddenly, the mine began to rumble again, but this was much worse, because the mine was beginning to collapse on itself.

"The Driller weakened the mine!" Tygra shouted, and everyone began to run away, looking for a way out. They started running through the tunnel that they came in through, but Cheetara stopped, taking a glance back at the mine.

"We have to go now!" Lion-O shouted, noticing she had stopped. Cheetara, using her speed, ran to one of the carts and picked up a small piece of Thundrelium.

"Not without this." She said, she ran back to the others and they ran out of the tunnel, just as the mine began destroy the inside of the mountain. They dove out of the tunnel's entrance, Lion-O covering Leanne for protection as the mine began to crumble. When it stopped, they looked back, seeing the remnant dust from the destroyed rocks inside coming up from around the mountain's peak.

"Well, that will slow down Mumm-Ra's army for a while." Lion-O said as he looked at the access tunnel, which was now blocked by the mine's rocks.

"I guess your father's sword wound up in the right hands after all." Panthro said, Lion-O looked back at him in surprise. "I served him proudly, and you can expect the same." Lion-O, seeing an opportunity, turned to him with a grin.

"So, you think when we get the Thunder Tank fixed, I could drive it?" He asked. Panthro frowned.

"Not a chance!" He smirked, "My king."


	9. Journey to the Tower of Omens

9

Leanne sighed as she leaned against the Thunder Tank. Panthro and Lion-O were arguing a few feet in front of her, and it had been going on for some time.

"I _told_ you already!" Lion-O said, "If I knew why it wasn't working, I'd be able to _fix_ it! It's not my fault nobody ever told me how this thing worked!" He waved the sword, which was miniaturized, in Panthro's face.

"And _I_ told _you_ that I'm tired of waiting!" Panthro snapped, "I say we go west and hope for the best!"

"Then it will take us _years_ to get to the Book!" Lion-O snapped back. Leanne groaned and lulled her head back, hitting her head against the tank's side.

"How long has this been going on?" She asked Cheetara, who was next to her.

"At least a good hour." Cheetara said, Leanne groaned again.

"What _is_ it with men and directions?" She asked.

"I'm not sure what you mean." Cheetara said, looking over at her.

"Never mind." Leanne said, turning away from her. She didn't want to have to go into the explanation of the gender stereotype from her home. She went into the tank, where Snarf was resting peacefully. Leanne went over to the small bag that held all of her belongings and pulled out her flashlight. She flicked it on, having it charged halfway from the sunlight from the other day. She shined it on the wall and put her hand in front of the light, making shadow puppets with her hand on the wall. She made a dog, a bunny, and a snake, then she stopped, because she didn't know how to make anything else with one hand. She shined the light on Snarf's face in her boredom, and he mewed unhappily, turning his head away from the light. Leanne sighed and flicked the light off. She reached into her bag again and pulled out her Nana's family tree. She unrolled it and looked at all the names that branched off of other ones. She looked over it curiously, remembering how Jaga had told her that her grandmother had kept this with her at all times. Her fingers brushed over her grandmother's name at the bottom of the list.

"Why _did_ you keep this old thing, Nana…?" She whispered quietly. She looked over the names, remembering how she had written the same ones down for a school project just before the school year ended. Her eyebrows furrowed when she looked over the name of her great-great uncle. She knew for a fact his name was Bernard Gary Redoric, and Leanne had written it as Bernard G. Redoric. But on the family tree, it was written as Bernard I. Redoric. At first she just thought it was a minor mistake. Then she found another error in her great-great-great-great grandfather's name. Instead of it being Theodore J. Redoric, it was Theodore N. Redoric. She quickly began spotting other errors in the middle initials of her ancestors. She looked around the tank, for something she could write with, but she found none. Frustrated, she ran outside, and grabbed a stick. She began writing all the abnormal letters in the dirt. Cheetara, WilyKat and WilyKit saw her doing this and became interested as she kept writing down different letters. Eventually, she found all the errors and looked at her resulting letters.

G, H, I, L, N, T, E, H, T

She looked over them carefully, trying to figure out a hidden meaning in the jumbles of letters.

"What are all those for?" WilyKat asked when he saw the letters.

"I'm not sure…" She said, "But I'm pretty sure there's something to them." She held up her family tree and Cheetara took it, looking over it, "My Nana would not accidentally screw up on so many middle names on this thing!" She put her hand to her chin thoughtfully as she started putting the letters together into words.

She mostly came up with just gibberish.

Gil in the th… That wasn't a word.

Get hit lin… No, that wouldn't work either.

She sighed as she tried to figure it out. Her troubles got the attention of Tygra, who looked over her shoulder as she wrote.

"What are you doing?" He asked.

"Trying to make words out of letters." Leanne said as she began to write down the words she came up with in the dirt, "I found all these errors in the middle initial of some of my ancestors, which is something I'm pretty sure my Nana wouldn't do unless she had a reason."

"Well, you've got 'in' and 'the' in there." Tygra observed, "What word do the last letters make?"

"Well, that leaves G, H, L, I, and T…" Leanne murmured thoughtfully.

"So… light?" Cheetara questioned, overhearing their words.

"Light… In the light…" Leanne murmured, "How does that make sense though?" She scratched at her head, then a thought struck her, "Cheetara, let me see my family tree!" She handed it to her and Leanne unrolled it completely, showing her entire family tree, and held it up to the sunlight. Her eyes widened when she saw strange designs appear in the light, hidden in the paper. "Holy freaking crap!"

"What is it?" WilyKit asked, she saw the patterns made in the light, "Looks like a map."

"It _is_ a map…" Leanne said, she smiled, "And look where it leads!" She pointed at the end of where it led, which was a picture of a book resting on a podium that was similar to the one she had seen on the scroll that Claudus had given Panthro and Grune.

"I think this is a map to the Book of Omens." Tygra said with a grin as he looked at it.

* * *

><p>Leanne sat next to Lion-O as the Thunder Tank rolled on through the terrain, following the coordinates Panthro had deciphered from the old map she had found hidden in her family tree. Leanne couldn't stop smiling. She was happy to know that she had been helpful to the ThunderCats in more than just using the Jewel of Omens' power.<p>

She yelped as the tank went over a particularly rough bump, and she bounced in the air. She fell out of her seat, and she grimaced when she felt the pain of her backside hitting the metal flooring.

"You okay?" Lion-O asked, holding out his hand to her. She took it and put herself back on the seat.

"Yeah, I'm okay." Leanne said, she rubbed her behind as she tried to get comfortable again. The tank lurched as it came to a stop and Leanne fell over again, but this time, her head landed in Lion-O's lap. Blushing at their position, she quickly pulled herself up and looked away, unable to meet Lion-O's eyes. Panthro's face came up on a screen on the inside of the tank.

"Why did we stop?" Lion-O asked, unaware of Leanne's embarrassed state as he went up to the screen that displayed Panthro's face.

"We're here." Panthro said, "We're at the exact coordinates on the map."

* * *

><p>Needless to say, everyone was disappointed when they arrived at their destination, and there was no indication of the Book of Omens anywhere. Cheetara explained that the clerics from a long time ago had hidden the book in a tower, but no matter how hard everyone looked, there was no tower of any kind that they could see. So, the only option left was sight beyond sight. So Lion-O decided to do just that.<p>

Leanne watched as Lion-O kept trying to get the sword to give him sight beyond sight so he could know where the book was. She sat on the tank next to Panthro, who was next to Tygra, who was next to Cheetara.

"Sword of Omens, give me sight beyond sight." Lion-O commanded, holding the Eye of Thundera up close to his face. The hilt of the sword extended slightly, curling around Lion-O's eyes. After a moment, he sighed, "Okay… Let's try this again." He held up the sword again and said, "Sword of Omens, give me sight beyond sight." Again, nothing happened, he growled as he pulled the sword away, "Come on… _work_!"

Panthro turned to the others, "Are you telling me our _only_ chance of finding the Book of Omens is if his sword _gives him directions_?"

"It's about as hopeless as it sounds." Tygra said.

"Lion-O just needs to believe in himself." Cheetara said.

"And I don't think it would kill you to do the same." Leanne said, sending a pointed glare at Tygra, who turned away from her. Leanne looked back at Lion-O, who was trying again. When, again, it didn't work, he growled in frustration.

"This is dumb! I don't even know what I'm looking for!" He growled out. Leanne jumped down from the tank and started walking over to Lion-O.

"Sometimes, when you look too hard, you miss what's right in front of you." Leanne said, Lion-O looked back at her, obviously surprised that she was speaking to him.

"Tell me about it…" He muttered, stiffening slightly as she came up behind him, putting one of her hands on his shoulder and leaning on him.

"Cheetara says that if you master sight beyond sight, it'll show you what your eyes can't see." Leanne said, repeating some of the knowledge that Cheetara had been explaining to her and the two other cats, "But she said that you need to have an open mind. So, try again, but this time, just relax." When she spoke, she was right next to him, and Lion-O could feel the warmth of her skin against his fur, and she was speaking into his ear, loud enough to be heard, but soft enough not to hurt his hearing. His ear twitched with each soft breath that came from her lips and landed on it.

"Relax…" Lion-O said, echoing her words, "Got it." _Like I'm going to relax after __**that**__,_ he thought to himself as Leanne pulled away to give him some space. He jumped when WilyKat's face suddenly appeared in front of him from above.

"Wat'cha doing?" He asked him with a grin.

"_Ooh~_! I know what they were doing~!" WilyKit said in a sing-song voice, making little kissing sounds. Both Leanne and Lion-O blushed at the insinuation.

"_No_!" Lion-O said quickly, he stuttered a little as he tried to dissipate the thoughts of him and Leanne sharing kisses, "We were just… trying to get my… sword… to work."

WilyKat jumped down from the branches beside his sister as she asked, "Why is this book so hard to find, anyway?"

"Did they forget where they put it?" WilyKat asked. Leanne shrugged, not knowing the answer.

"In a way, yes." Cheetara said as she walked up to the two kittens, "You see, the Book of Omens wasn't _lost_, rather, it was _hidden_, with the intention that it would never be found. Legend says the Book of Omens held both clues to our past, and keys to our future. Because some believed it could be even more valuable than the Sword of Omens, the other animals would stop at nothing to get it. The king knew it contained too much power to allow it to fall into the wrong hands, so he had the clerics hide it _far_ beyond the kingdom walls. Far beyond anywhere the Cats had ever been. To keep it safe, they built a temple, one made with magic. The Tower of Omens was inaccessible to anyone but themselves, and protected by ancient enchantments. They then sealed themselves into the temple. Forever. Its location would be a secret they took to their graves."

"That's why Grune and I knew we'd probably never find it." Panthro said, coming up behind Cheetara with Tygra beside him.

"So we just have to just get lucky and hope we _stumble_ onto it?" Tygra asked incredulously. Leanne heard a light, grunting noise and looked up to see Snarf trying to pull down a fruit from one of the trees above. When he finally got it off the branch, almost all of the fruits on the branch fell off and scattered around the feet of everyone below him. They all looked up when they saw a stone lion's head on the stone wall that they thought had been a cliff.

"Maybe we just did." Lion-O said. He walked over to the stone wall and pulled away some old vines to reveal an entrance.

"How in the heck did we miss that?" Leanne asked when she saw it.

"I guess, sometimes, when you look too hard," Lion-O said, turning to her, "You miss what's right in front of you." Leanne smiled at him. Lion-O looked up to the tree branches, "Nice work, Snarf." Said creature mewed happily at the compliment and hopped down from the branch onto WilyKit's shoulders as she began to follow Lion-O and the others inside. They walked through the temple entrance into a dimly lit hallway. It was a single pathway resting over a gigantic bed of huge needles. At the other end of the pathway was a door that looked like the entrance to a lion's mouth.

"That's a really welcoming sight." Leanne muttered sarcastically to herself as they kept walking down the path. She looked down at the spikes surrounding them suspiciously, an ominous sense of doom suddenly encompassing her as they went towards the door. When they reached the end, they found that the doors were closed. Lion-O pushed at them to try and get them open, but they wouldn't budge. He looked down at a little slit in the door and saw it was a keyhole, he looked back at the others with a wry grin.

"Think they left a key behind?" He asked them. Tygra put his hand on his shoulder and pointed to the ceiling.

"Actually, they left a few." Everyone looked up to see a huge group of keys dangling on strings from above.

"How do we know which key is the right one?" Leanne asked as she looked at the great number of them.

"We'll just have to try them all." Cheetara said, she pulled out her staff and extended it so it would reach up to the ceiling and knock down a few keys. Three keys landed in her hand and she turned to the door.

"This could take forever." Panthro said, not happy about their situation. Cheetara put the key into the hole and turned it, the second she did, the sound of grinding gears could be heard and everyone looked around to see what it was.

"I don't think we _have_ forever." Tygra said. Everyone saw that the path they had taken was quickly becoming smaller and smaller. Snarf and the two kittens, who had been a little ways behind to look at the spikes below, screamed and ran to the others. When the path finally came to them, they all jumped up, and grabbed onto the first thing they could. Panthro grabbed onto the tiny ledge just below the door, WilyKat grabbed onto his shoulder, Lion-O grabbed onto Panthro's foot, and Cheetara had grabbed onto his other one, Leanne had grabbed onto Lion-O's waist, Tygra had grabbed onto Leanne's foot, holding Snarf in his arms, and WilyKit had grabbed onto Tygra's foot. The group dangled dangerously over the spikes, which were so closely clustered together, there was no way to get down without impaling yourself.

"Whiskers…" Lion-O muttered under his breath.

"Find the key…!" Panthro grunted, using all of his strength to try and hang onto the ledge. WilyKat and Kit climbed up the chain of people like experts, pulling out some metal tools.

"Leave _this_ to the masters." WilyKat said as he climbed up Panthro's shoulders, his sister not too far behind him.

"Hurry! There's hundreds to pick from!" Lion-O said. WilyKit climbed up onto Panthro's shoulders, using his face as a step of sorts as WilyKat climbed up her shoulders so he could be level with the keyhole.

"Why waste time picking out a key…" WilyKit said.

"When you could just pick the lock?" WilyKat finished. After a moment of tinkering, the door unlocked and they jumped in. Tygra, still holding Snarf, was the first to climb up the chain of people into the doorway, then Cheetara, then Leanne, and then Lion-O. Tygra and Lion-O pulled Panthro up into the door and he sighed in relief, his muscles straining from having to hold onto something while having so much weight attached to him. The doors closed behind them, and they all stood up, looking at the long stretch of a hallway before them.

"The Book could be just beyond that wall." Lion-O said.

"Well, then let's go get it." Panthro said with a confident smirk.

"Wait," Leanne stopped him by holding her arm out in front of the large cat. He looked down at her curiously, "This is _way_ too easy."

"And that's a problem?" Panthro asked.

Leanne turned to him, "Did you forget the freaky disappearing path and the huge spikes that could have _killed us?_! This whole place could be booby-trapped!"

"And exactly _how_ are you qualified to make this theory?" Panthro asked dubiously, crossing his arms across his chest and leaning down to meet her eyes.

"Uh, _duh_. I've seen all the Indiana Jones movies. Even that crappy fourth one." Leanne said as if it were obvious, "And every time they went to some temple to get some ancient artifact, the place was booby-trapped. One wrong step, and those walls could be shooting poison darts at us, or the floor could open up and we could fall into some kind of pit, or some giant boulder could come out from the ceiling and flatten us like pancakes!"

Panthro gave her a skeptical look and looked back at the hall in front of them. He looked around the floor and bent down, picking up a rock. He tested the weight of it in his hand and threw it out further into the hallway. The second it hit the floor, huge, whirring blades came out and began spinning rapidly, like saws, ready to cut anything, cutting the small rock with ease.

Leanne pointed at them, "Ah-_ha_! See? I _told_ you!"

"Legend said the ancients rigged a series of obstacles near the temple meant to keep outsiders away." Cheetara said, looking at all the spinning blades.

"Then this whole place is one big deathtrap." Panthro said, scowling at the blades.

Cheetara watched the blades movement, judging their speed. She smirked, "Gotta move fast!" She jumped in, easily avoiding each blade with her incredible speed. She never once stopped, but kept moving. The closest she came to being cut was when one of the blades cut off a few strands of her long hair. When she reached the end, she grinned proudly to herself, and then pulled out her staff, having it extend long enough to push two switches on either side of the wall simultaneously and one by one, the blades stopped spinning and retracted into the walls again. Once it was safe, everyone ran to the other side of the hall.

"Nice work." Lion-O said, giving Cheetara a thumbs-up. She smiled at him and, once everyone was inside but her, she retracted her staff and dashed inside, the door shutting behind her.

The next room they walked into was a room with multiple ledges on high walls that surrounded them. On one side of the wall was a small window, which had a small line of light coming through, looking down at a pool of water. The light bounced off the reflection of the still water and onto the eyes of a stone lion head on the opposite wall. Inside the pool were piles and piles of sparkling gold coins.

"Look! Treasure!" WilyKit said happily as she and her brother dashed towards the pool.

"We're rich!" WilyKat said. He reached his hand inside the pool for its treasure.

"No!" Leanne cried, dashing over to the two kids and pulling them away from the pool. It was too late, though. WilyKat's hand reaching into the water disturbed its stillness, causing ripples along the surface. The ripples affected the reflection of light that came from the tiny window, causing the light to shake and move away from the lion's head. Once it was, the lion's eyes began to glow red and water began to gush out of its open mouth, as well as pour out from the walls. Everyone immediately went up onto the ledges along the walls for safety away from the water. Panthro was the quickest of the group, and Leanne used her powers to jump up on the same ledge he was on, and was surprised him in something like a fetal position, his knees pulled up to his chest as his back was against the wall. He kept shaking his head back and forth. "You okay there, Panthro?"

"I never told you guys this…" Panthro said, looking at the water fearfully, "But I can't swim." Leanne looked at him with wide eyes, then at the water. She would have thought she shouldn't have been surprised, (Cats can't stand water, after all) but she was. She sighed and went over to him as he stood up, backing up on the wall.

"When we get out of this, remind me to teach you." She said, patting his shoulder. She jumped up onto the next ledge that was a little bit above them. She held out his hand to him, "For now, just hang onto me."

"You're kidding, right?" Panthro asked dubiously, looking at her outstretched hand. She smiled at him.

"I'm a strong swimmer." She assured him, "I can handle you." Panthro, not seeing many options at the moment, took her hand and she helped him up onto the ledge. They kept climbing up the ledges, until the water got too high for them to keep standing on the ledges. Leanne grimaced slightly at how tightly Panthro grabbed onto her arm, afraid to drown in the water. She did her best to keep both their heads afloat in the water, but Panthro was pretty heavy. She gently instructed him on how to do a dog paddle, which he somewhat succeeded at, still hanging on to her arm. She swam closer to the others, but it wasn't doing much good. Tygra pointed up to a grated part of the ceiling, where a different room could be seen on the other side.

"Looks like there's an exit up there." He said to everyone, "We'll wait for the water to rise, then float up to it."

"Easier said than done!" Panthro said with a grunt as he kept swimming, he held onto Leanne tightly, refusing to let go, for his life depended on it. She was quickly becoming tired from kicking her legs through the water in order to keep the two of them above it. Cheetara reached up to the entrance with her staff, pushing against it, but it wouldn't budge.

"I can't open it from this side!" She said worriedly as she kept pushing against it.

"Panthro, you need to let up a little!" Leanne said to him as his grasp was tightening around her arm, "I'm losing circulation!" He didn't move, and Leanne soon found it was getting difficult to swim with the extra weight. "I'm _serious_, Panthro! Loosen up!" Panthro's grip still didn't loosen. Leanne found it more and more difficult to stay above the water, so she took a deep breath and tried to relax and float on her back, so she would at least have air, but it was a bad idea, as that meant Panthro lost a support that he very much needed, and he couldn't stay up on his own.

"I'm not gonna last…!" Panthro said, and he began to sink into the water, taking Leanne with him. His weight was too much for her to swim with, and she sank with him. Lion-O dove after them in the water, but wasn't quick enough to get them, and he didn't get far enough before he had to go up for air himself.

"They're gone!" He gasped to the others once he reached the surface.

Panthro held onto Leanne as they went to the bottom. He looked around to see they were in the pile of treasure the WilyKittens had seen when they had come in. He looked around, and saw an opening in the wall, that looked vaguely like a plug. He smirked and reached for it, opening it up, still holding onto Leanne's arm, who was starting to look a little pale from the lack of air as they was suddenly sucked through it from the water rushing through the hole. They went through a tunnel, and when they finally came to an end, Panthro pushed it open, and gasped for air when he was in an empty room. Leanne fell out of the hole and he looked at her concernedly. He patted the side of Leanne's face to try and get her to wake up to make sure she hadn't taken in any water, but she did not awaken. He heard the sounds of Lion-O and the others, and looked to see their fingers poking through the grated opening on the floor of the room.

"Hang on!" He left Leanne's body and rushed to where they were, he reached down and pulled the grate up. Everyone smiled at the sight of him.

"Panthro!" WilyKat said happily when he saw him, "You're alive!"

"We thought you were gone." Lion-O said as he pulled him out.

"I'm not," He turned his gaze to the unconscious Leanne, "But she won't wake up." Lion-O, fearing the worst, ran over to her, kneeling beside her body. He patted her face to try and get her to wake up, but it didn't work. Thinking quickly, he closed his fingers around her nose and opened her mouth. He put his lips to hers and exhaled, performing CPR to get her to wake up. After he breathed in a second time, Leanne's body convulsed, and he pulled away as she began coughing roughly, spitting out the small amount of water that had gathered in her throat. Lion-O sighed in relief when her silvery eyes looked up at him.

"Thanks…" She breathed. She pushed herself up and Lion-O stood up with her just as Panthro got the last of their group out of the water.

"How'd you even get here?" Tygra asked him.

"When I got to the bottom, there was an opening in that pool." Panthro explained, "I went through it, and we ended up here." He smirked a little, "I guess not being able to swim has its advantages."

"I'm still teaching you when this is all over." Leanne said, patting his shoulder. Lion-O looked around them, and smiled when he saw a doorway.

"Who wants to bet that leads to the temple?" He asked, pointing to it. They all ran through the door, ready to see the temple on the other side.

But when they reached it, there was no temple. They were simply standing on a cliff that overlooked a small piece of the jungle below, and a waterfall straight across from them. Lion-O glared at it angrily.

"There's nothing here!" He growled, "All those traps just to protect… more jungle?" He clenched his fists angrily, "Maybe no one can find this temple because it doesn't exist!" Leanne reached over and put her hand over his fist.

"Or _maybe_," She began gently, her voice making Lion-O look over at her, "It takes more than just getting past a bunch of traps to find it. Believe in yourself." Her grip tightened slightly around his hand, "I know I do." Lion-O's expression softened as he looked at her. She released his hand from hers, and he instantly missed the warmth her skin had given him. He reached for his sword and pulled it out, holding it out in front of him.

"Sword of Omens, give me sight beyond sight." He commanded. The hilt of the sword extended slightly, curling around Lion-O's eyes again. This time, the sword did as he asked, and showed him that, just below, there was a button on the cliff below them. His eyes widened, and his sword returned to its dormant, miniaturized form and he put it away in his gauntlet. "There's a switch…" He kneeled down and saw that the sword had told him the truth and he could see it from where he was. He lay down, trying to reach down to press it, but it was too far away, "I can't reach it!" Leanne was about to suggest she go down and press it, when Tygra pulled out his whip.

"Allow me." He said, he snapped the whip, and the ends of it smacked against the switch. After a second, the switch sung into the wall of the cliff, and as it did, a stone panther head appeared on the other side, soon, two others followed out of the waterfall. A stone archway moved the water out of view of a huge tower that was hidden by the waterfall. A moment later, three flat, stones seemed to elevate from the ground, giving them a path to walk across to the tower.

They all did so immediately, heading straight for the tower, which was slightly moss encrusted from years of hiding behind water.

"The Tower of Omens…" Lion-O breathed, looking at it as they came closer.

"I can't believe I finally found it!" Panthro said, looking up at it, "Guess all it took was the right partners." He looked at the others when he said this. Leanne assumed he wasn't really talking about her, so she didn't meet his eyes when he glanced at her. He smirked, and ruffled her dark hair in his big hand, "And that includes you, Leanne." She swatted his hand away and fixed her messy hair, smiling at him for using her name for the first time.

"Call me Lee." She said with a grin. They walked into the temple, finding many wooden spiral stairs that led up the tower.

"The Book must be up there." Tygra said, looking at them.

Cheetara looked over at her friend with a smile, "You did it, Lion-O!"

"Indeed, he did." A raspy, cold voice said from behind them, "And it will be the _last_ thing he ever does!" Everyone looked to see Mumm-Ra had followed them inside, holding a small lantern with a familiar, aged face showing inside it.

"I led him right to you," Jaga said from the lantern, "I'm sorry."

"Jaga!" Cheetara exclaimed, seeing her mentor's face, "You're alive!"

Mumm-Ra chuckled darkly, "Hardly, he's nothing but a vapor in a jar." He said, "And I have little use for him now." He raised the lantern up high and threw it down.

"No!" Lion-O shouted. Leanne, thinking quickly, used her powers to increase her speed and she glided across the floor to Jaga, grabbing the lantern before it hit the ground. Mumm-Ra growled angrily, and Leanne flinched in fear. Just looking at the ancient demon made her remember the pain from the torture he had given her when she first saw him, and she began to shake. He raised up his hand, and a purple beam shot out of it, Leanne screamed as it threw her back, and she slammed against the wall of the stairs that led up to the Book. Lion-O turned to where she landed, ready to go and help her, "Leanne!" He was stopped by someone's hand on his shoulder, and he saw Tygra looking at him.

"We have to get to the Book." He said, Lion-O glanced one last time at Leanne, before turning and running for the stairs.

"Go!" Panthro shouted as they ran, "Mumm-Ra's mine." He pulled out his nun-chucks and glared at the demon, he swung at him, and Mumm-Ra narrowly avoided each strike. He kicked him back, but he quickly recovered and tried to suck away some of Panthro's life force. He brushed off the magic like it was nothing and kicked Mumm-Ra back again, "This sack of bones is no match for Panthro."

"Don't be deceived by appearances." Mumm-Ra hissed, "My true form is far more powerful." He raised his hands and began to speak what sounded like an incantation, "Ancient Spirits of Evil, transform this decayed form into _Mumm-Ra! The ever-living!_" A cloud of smoke went around him, and suddenly Mumm-Ra wasn't Mumm-Ra. He was a huge, muscled demon dressed in armor, and had two huge, leathery wings. He raised his hands, and purple beams of light appeared around him and Panthro stood perfectly still, and none of them hit him. Mumm-Ra opened his mouth and a purple blast shot out of it, knocking Panthro back. WilyKat and WilyKit ran in front of him, ready to protect their friend. Mumm-Ra, seeing no point in fighting two children who he could easily kill, flapped his wings, sending him up into the air, and blowing them back at the same time. He flew up the staircase, blasting off more purple energy at Tygra, who barely avoided one as it hit one of the stairs. He jumped onto a stone ledge near the stairs, getting away from the demon as he kept flying. Mumm-Ra fired off another blast at Cheetara, who was just ahead of him, and she jumped off to join him on the ledge.

Mumm-Ra flew up higher and higher, to where Lion-O was running up the stairs as quickly as he could. Mumm-Ra was about to fire off at him, but was stopped when a sudden weight latched onto his foot. He looked down and saw nothing, but he could feel that someone had grabbed onto him. A blast from a gun came at him, and he easily deflected it. He spat out another blast at the force on his foot, and Tygra became visible when he felt the pain of it. Mumm-Ra shook the tiger off of his foot. As he fell, Tygra used his whip to grab onto Mumm-Ra's foot again.

"You won't shake me that easily." He said.

"_Or_ me!" Cheetara said, jumping up and grabbing onto Mumm-Ra's other foot. The demon growled in frustration and annoyance and opened his mouth again, shooting off a huge blast at the both of them, making them release him and fall. Panthro, who was climbing up the tower with WilyKat, WilyKit, and Snarf on his back, reached out and grabbed Tygra by his ankle before he could keep falling to his death, and Cheetara grabbed onto Tygra's hand before she fell with him. Lion-O looked down from where he was on the stairs in relief at the sight of his friends who were safe from Mumm-Ra. He glared down at the demon as he flew up higher towards him and he quickly dashed up the stairs to the top of the tower. When he reached it, he looked around for any sign of the Book, and when it wasn't on the floor he was standing on, he looked up and saw the book was suspended in a stone cage at the very top of the tower. He smiled and walked underneath it, but stopped when he heard Mumm-Ra's roar and saw the winged monster come up.

"The Book of Omens and its power belong to me!" He growled. Lion-O pulled out his sword, letting out a battle cry.

"ThunderCats! _Ho!_" He shouted. His voice carried throughout the tower, down to where Leanne was just recovering from Mumm-Ra's attack. She looked up at the top of the tower and, though she didn't know it, her eyes flashed white for a moment. Suddenly, air began to build up underneath her, and she shot up into the air, flying around the tower, still holding the lantern that Jaga was captive inside. She flew by Panthro, Cheetara, Tygra, and the others, and didn't bother to see Tygra gaping at her sudden power. Panthro smirked at him when he saw his face.

"Close that mouth." He told him, "You're drooling." Tygra quickly shut his mouth and continued climbing up the tower.

When she reached the top, Leanne saw that Mumm-Ra and Lion-O were battling it out, and she came down, kicking the demon in his face before landing skillfully on the ground. Mumm-Ra glared at her and roared as he threw her back, making her drop the lantern Jaga was trapped in, and he blasted her towards the end of the tower's floor. She grabbed the edge of it, and dangled from it, too panicked to try and figure a way up.

"I've got you!" Lion-O shouted, running towards her. Mumm-Ra blasted at Lion-O, and he cried out in pain.

"Lion-O!" Leanne cried, she scrambled to try and get back up, but her feet couldn't find anything to push against to help her up. Once the stream of energy had ended, Lion-O collapsed from a sudden exhaustion, and he knew Mumm-Ra had stolen some of his life force.

"You are much like your father." Mumm-Ra said with a dark laugh as Lion-O pushed himself back up.

He glared at the powerful form of Mumm-Ra, "What do you know of my father?"

"Only that I killed him!" Mumm-Ra said, he raised his hands and zapped Lion-O with his magic. Lion-O cried out as he felt Mumm-Ra sucking away more and more of his life the longer it went on. Jaga watched this from his lantern with wide eyes.

"The boy is not ready yet." He said, "He cannot win this alone." The lantern suddenly shone brightly, as bright as the sun, and Mumm-Ra cried out in pain, shielding his eyes from it.

"The light! Aah!" He transformed into a crow and flew away from the tower, "The book will be mine!" Soon, the light disappeared, and Lion-O looked around, panting from the remnants of the sudden taking of his life. He heard light grunting, and looked to see Leanne was still trying to get up to Lion-O, he ran over and helped her up just as Tygra and the others came up the stairs. Lion-O and Leanne looked over at Jaga's lantern, and saw it was destroyed.

"Jaga!" Lion-O exclaimed sadly. Cheetara went over to the lantern where he was trapped and cradled it.

"He sacrificed himself for you." She said sadly, hugging it, "For all of us." Everyone hung their heads sadly.

"I should have looked after him better." Leanne said, guilt suddenly filling her. She was the one holding the lantern, she was sure if Cheetara was the one holding it, Jaga would never have needed to die. Seeing her depression, Lion-O put his hand on her shoulder, and she turned to him, grabbing onto his waist and leaning against him, tears threatening to flow out of her eyes. In her sadness, she didn't see a small, luminous orb come out from the lantern, and didn't notice it until Tygra spoke.

"Look." He said, and she did look, she saw the little orb travel from him, to Panthro, to Cheetara, to WilyKit, to WilyKat, to her, and finally, to Lion-O. It was as if it was Jaga, saying goodbye to them. The little orb traveled up to the ceiling and to where the Book of Omens was kept. The Book glowed when it came in contact with the orb, and the cage it was suspended in lowered to the floor. Everyone glanced at Lion-O with small smiles, acknowledging their victory from Jaga's sacrifice, and taking joy in it. Lion-O walked over to the Book and pulled it from its suspension. He looked at the cover, which bore a red stone similar to the one in his sword, but not the same one, and turned to the others with a smile.

"At long last." He said, he opened the Book, "We have all the answers." His eyes scanned over the first page, then quickly went to the second, then the third.

"Well?" Tygra asked, seeing Lion-O's sudden interest in the book, "What does it say?" Lion-O looked up from the Book with wide eyes.

"It says… nothing." He said, "It's blank."


	10. Legacy

10

Leanne waded into the water, her fingers brushing the liquid as she walked into the small pool that she and the others had found just outside the tower. She sighed contentedly and sank into the small pool. She held her breath as she dunked her head, wetting her dark hair, and moving it out of her face as she came back up. She reached over to where she had put her clothes on a nearby rock, and picked up a bar of soap she had borrowed from Cheetara. Leanne was bathing in a river for the first time in her life, and although the water wasn't as warm as she'd like it to be, it was still pretty nice. She scrubbed at her skin, glad that she was finally getting a bath. She was really starting to stink. She looked around the area to see if anyone was watching before she swam to a more shallow area and stood up so she could wash her legs and lower stomach. She heard the snap of a twig breaking, and some rustling of the plants. Leanne squeaked fearfully and jumped back into the water. She looked up to see what had caused the noise, and made sure to keep all but her head above the water as they came up. She breathed in relief when she saw who it was.

"WilyKat, what are you doing here?" She asked him, "I told you and the others to stay at camp. I like privacy when I bathe."

"I know." WilyKat said, a strangely innocent smile on his face, "I just came to ask you something." He hopped up on the rock Leanne had left her clothes on, but Leanne didn't think he was up to anything.

"What's that?" She asked him, going deeper into the water to wash off the suds from the soap.

"Do you like us?" He asked.

Leanne gave him an odd look, "What kind of question is that?" She asked with a laugh.

WilyKat shrugged, "Just wondering."

"Well, of course I like you." Leanne said, "You're a fun-loving, sweet boy. What's not to like?"

"I mean all of us, though." WilyKat said.

"You mean… All of you guys?" Leanne asked, "Meaning you and Kit and Cheetara and Panthro and Tygra and Lion-O?"

"And Snarf, too." WilyKat asked.

Leanne laughed, "Yes, Snarf, too. I like you guys."

"But you and Tygra fight a lot." WilyKat pointed out.

"Tygra and I have a… strained relationship." Leanne said, "We don't hate each other, but we like each other enough not to kill the other."

"Oh." WilyKat said, Leanne looked around, seeing it was just her and him.

"Where's Kit, by the way?" She asked.

"At the camp." WilyKat said.

"Well, you should probably head back to camp, too." She said, "I still need to take a bath."

"Okay." WilyKat said, he jumped off the rock he was sitting on as Leanne dunked her head under the water. While she was under the water, he grabbed all of her clothes and ran, cackling, back to camp.

When Leanne's head popped back out of the water, she saw what he had done and scowled.

"KAT!" She shouted, getting out of the water and wrapping a towel around herself as she ran after him back to the camp. She ran through the woods, afraid that if she used her powers, she might accidentally flash someone. She ran after him all the way to the tower, where Panthro looked at the two of them with wide eyes, as did Cheetara, and Tygra. She walked over to where WilyKat and WilyKit were sitting down, seeming perfectly innocent. Leanne walked up to them, planting her hands on her hips, "WilyKat, give me back my clothes."

"I don't know what you're talking about." WilyKat replied, his sister giggled behind her hand at his mischief. Leanne scowled.

"Yes, you do." She said, she held out her hand, "And unless you want to get blown into the next tornado, I suggest you give me back my clothes." WilyKat looked up at her.

"You wouldn't blow us into a tornado." He said, Leanne narrowed her eyes, glaring at the small cat as she used her height over him to intimidate him.

"Try me." She said through gritted teeth. WilyKat glanced at his sister, and they both stood up from where they were sitting, revealing her clothes. She took them and went through them to make sure everything was there, but her eyes widened when she saw she was missing a very vital piece. "Where's my underwear?"

WilyKat shrugged, "I dunno."

"Yes, you _do_ know." Leanne said pointedly, "Where's my underwear?" She looked over at WilyKit, who did the same shrug as her brother. WilyKat smirked and pointed his thumb back and she looked up, and blushed when she saw Tygra holding her white panties in his hand, playing with the slightly lacy elastic.

"These are a bit girly for you, don't you think?" Tygra asked. Leanne stomped over to him and tried to grab her panties from him, but he pulled it out of her reach.

"Tygra, give me back my underwear." She demanded, holding out her hand. Tygra dangled the underwear over her open palm, and when she tried to grab it, he brought his hand higher. Leanne reached for it again, and again, Tygra pulled his hand up higher with a smirk. She tried again, and Tygra pulled it away. Eventually, it got to where Leanne was on her tiptoes to reach for the undergarment, and Tygra held it up with one hand, using his height as an advantage. He laughed as she kept trying to reach for it. Leanne blushed, getting tired of playing his game, and she curled her hand into a fist and punched his stomach. Tygra let out a painful moan and bent over in pain. Leanne grabbed her underwear from his now lowered hand, "Thank you." She turned and began walking back to the small pool. Tygra glared at her back as she walked away from him.

* * *

><p>Leanne came back a few minutes later, completely clothed and dried off, back to the camp. She looked around the group, noticing a significant person was missing from their group.<p>

"Where's Lion-O?" She asked Panthro.

"Up there." He said, pointing to the tower. Leanne sighed.

"Still?" She asked, looking up at the tower. Panthro nodded.

"Can you blame him?" He asked, "We came all this way for a blank book." Leanne let out an agreeing hum and scratched the back of her head.

"…I'm gonna go check on him." She said, walking into the tower, "Make sure he's not doing anything stupid."

"Too late." Tygra said over his shoulder to her. Leanne rolled her eyes and walked into the tower. She went up the stairs, using her powers to go over the ones that had been broken off by Mumm-Ra and continue up to the top. On her way there, she could hear Lion-O talking to Snarf.

"All those years we believed the Book of Omens was magic," He began, "But, maybe it's technology." She got to the top of the stairs, and saw Lion-O going over the book, "Which means… if I want to read it, I need to power it up." He turned it on its side, trying to push down a small metal piece like a button.

"If you break that, we're all done for." Leanne said, the sound of her voice made him jump and he looked over at her. "I thought you might be getting lonely up here on your own."

"Uh… Thanks." Lion-O said with a smile as she came over to him. "Do you think it could be technology, though?" Leanne took the book from him, looking over it curiously.

"It's not impossible." She said, "We've had books with technology in them before. No reason to assume this doesn't have something in it." She looked at the metal piece he had been trying to push down, and she tried to pull it out, but she couldn't. "What if it's, like, password activated or something? We have passwords back home to protect everything technological."

"Then what's the password?" Lion-O asked, taking the book back and going over it, his fingers going over the spine, "And where do we put it in?" Leanne shrugged, and then she pointed to the part of the book where the pages were shown.

"What about here?" She asked, "Maybe we write it on the first page." Snarf mewed uneasily as the two of them kept going over the book.

"Oh, relax, Snarf." Lion-O said, "We're not gonna break the Book of Omens." The two of them both reached for the lock that kept the Book shut at the same time, and were suddenly zapped by a powerful bolt that knocked them both back, laying side by side. The Stone embedded in the cover of the Book of Omens glowed brightly and bluish white tentacles slowly came out, attaching themselves to different parts of Leanne and Lion-O's bodies. When they retracted, they seemed to pull out manifestations of their souls and dragged it towards the book and sucked them inside. Snarf looked worriedly between the two bodies and the Book of Omens once they were both gone.

* * *

><p>Lion-O and Leanne were sucked through, and their destination was a strange place. There was no land, yet they could stand just fine. They looked around as something traveled near them and Leanne was shocked to see that it looked like an ocean of computer data. She reached out and tried to touch the nearest stream of data to her, but it shied away from her hand, as if saying it shouldn't be touched.<p>

"You have both entered a strange realm, Lion-O and Leanne." A familiar voice said to them. They turned to see a small blob of data was talking to them, "The Book is neither magic, nor technology." The data took on a form they both recognized right away, "But, rather, a fusion of both."

"Jaga!" Leanne exclaimed when she saw the old man.

"You're alive?" Lion-O asked in shock.

"The rules of life, death, and reality itself are different within the Book, Lion-O." Jaga explained. Leanne and Lion-O floated through the data around them closer to Jaga.

"Can it tell me what Mumm-Ra's after?" Lion-O asked, "And how to stop him?"

"The answers lie in the Book's all-seeing record of the past." Jaga said, "But to truly understand them, you must re-live the events that led us here, long ago." He raised his staff and brought it down, causing little bolts of lightning to shoot out at something, "Far beyond Thundera's skies, and the reach of your imagination." Waves of data suddenly turned into a tunnel that pulled Lion-O and Leanne in. There was a blinding light, and they couldn't see anything for a moment, and once it had disappeared, they saw they were traveling through space towards a diamond-shaped ship. They went through the walls and saw two figures standing in front of a huge machine. One was a red-haired lion cat, and the other was a dark haired, slender human girl. "From within the bodies of your ancestors, Leo and Erica." They both flew down, Lion-O going into the cat, and Leanne going into the human, "You will face the same challenges that they did." When they were both in the bodies, they jumped, looking around them, suddenly seeing the ship from that person's point of view. "But I warn you both, if you fail, the Book will be closed to you forever." Jaga's voice disappeared, and the two of them looked at each other curiously.

Leanne looked over herself confusedly, then looked to see her reflection on a smooth, metal surface.

"Holy freaking mother of _God_, I'm my _Nana_!" Leanne said in shock as she looked at her reflection. She shuddered and wiggled uncomfortably, "This is _so_ weird! I feel so _old_!"

"You're the same age you are now!" Lion-O said, taking notice that Leanne's grandmother's young face was slightly longer than Leanne's, and a bit sharp, but the dark hair remained, even if it was a bit longer than it was on Leanne. It seemed they also shared the same pair of pink lips and chin. Her eyes were a deep brown, and not the same, sparkling silver that he remembered.

"Yeah, but I'm my Nana!" Leanne said, she writhed again, "This is too weird."

"How do you think _I_ feel?" Lion-O asked, looking at his body, "I think I'm shorter than I was before." Leanne walked over to him and noticed that, unlike back on Third Earth, she was the same height as he was.

"I think you're right." She said, comparing their heights, "Either that, or my Nana was _way_ taller than me." Lion-O looked in front of them, seeing rows of buttons that controlled the machine in front of them. Leanne saw that it was the Book of Omens displaying the buttons and Lion-O went over them, pushing a few and seeing what popped up with wide eyes.

"Whoa…" He breathed, watching as a picture of a square, red stone came up, "Never thought the past would look so much like the future." Leanne looked over the stone on the screen curiously, and was about to compare it to the Jewel of Omens around her neck, but was shocked to find she wasn't wearing it. "That looks like the Eye of Thundera."

"Beautiful, isn't it, Leo?" A raspy, gravelly voice said from behind them. They turned to see Mumm-Ra, in his true form, coming towards them.

"I serve… Mumm-Ra?" Lion-O asked in surprise.

"And you will do well not to forget it." Mumm-Ra said, he came up to Lion-O/Leo, "Once I have the War Stone in my grasp," He reached into a huge, black gauntlet and pulled out a dark sword, "I will amplify the power of the Sword of Plun-Darr, making it the most formidable weapon in existence!" He held the sword to the picture of the Eye of Thundera, looking through a hole made specifically for it.

_War Stone…?_ Leanne and Lion-O thought quietly as they looked at the stone.

"Tell me, Commander," Mumm-Ra said, turning to him, "Has the Book of Omens pinpointed the Stone's energy signal?" Lion-O went over to the Book hesitantly.

"Um… let me… check." He said, he warily pushed different buttons, not sure which one would tell him what he needed to know. As he tried to figure it out, Leanne noticed how Mumm-Ra seemed to glare at her, and she stiffened, shuffling closer to Lion-O to feel a little safer.

"I am curious, Commander," Mumm-Ra said, "As to why you insist to keep your pet around."

"_Pet?_!" Leanne hissed angrily, Lion-O grabbed her wrist and squeezed it, subtly telling her not to do anything stupid.

"She's… good company, sir." Lion-O said, he pushed a couple buttons and a screen popped up, showing Third Earth, "There." Mumm-Ra nodded once and turned his attention to something beyond the machine.

"Captain Tygus." The face of a one-eyed tiger cat showed up on a large screen.

"Yes, Lord Mumm-Ra?" He returned.

"Prepare your pilots and the rest of the invasion force to move in once the Stone is located." Mumm-Ra said, he turned to Lion-O, "To that aim, Commander, see that the animals are deployed for the initial planetary sweeps." Lion-O bowed once.

"Yes, My Lord." He said, feeling a little strange calling him that. He took Leanne's hand and began to take her with him, but Mumm-Ra spoke again.

"And Commander," Mumm-Ra called, making him stop, "I'll have one of the guards take your pet back to her quarters. Leave her here." Leanne gulped nervously and looked to Lion-O worriedly. He shrugged, not knowing what he should do, and released her hand. Only a second after Lion-O left the room did another cat man come in. He had grey fur, and reminded Leanne of a tabby cat, he had big grey eyes, and she thought she saw him smile at her, but it was gone as quickly as it had come. "Lieutenant, take Leo's little pet back to her room." The man bowed.

"My Lord," Was all he said before he gestured for Leanne to follow him. She did so and the doors to the room closed with a mechanical hiss behind them. She walked behind the tabby through the halls, not completely sure where to go, and kept falling a little bit behind when he tried to keep in-step with her. She saw him frown, but eventually, they came to a room, and he opened the doors for her and she stepped in. She looked around seeing the room was a simple place, with just a bed and only a single desk with a light on the ceiling. What caught her attention was all the notes on the desk. She went over to them, picking up a page, seeing it was written in her Nana's slightly legible scribbles, with pictures of strange circles in corners, or in the middles of the pages. When the door shut with a hiss, Leanne looked up to see the tabby cat was still there, looking slightly crestfallen. "Erica, is everything alright?"

"Huh?" She asked him in surprise.

"You're unusually quiet." He said, "Are you alright? The Commander didn't say something to you again, did he?"

"Um… No." Leanne said hesitantly, "I'm fine. I'm just tired." She kept her attention on the strange pages, going over them curiously. She jumped when the tabby cat's shoulder brushed hers and she looked up at him. He gave her a smile any girl would have found incredibly dashing if he was human, "What is it?" He reached over, picking up one of the pages from her grasp and looked over it.

"I'm just wondering what you plan on doing with all these old notes." He said, his eyes scanning the writing on the page.

"I… haven't told you yet?" She asked, trying to seem inconspicuous about the information before her.

"Not any more than you usually tell me." He replied, putting the page back down on the desk, "To improve that spell of yours, right?"

_Spell…?_ Leanne repeated in her head, "Right…" She kept her attention on the paper, not noticing how the lieutenant tabby cat smiled amusedly at her and shook his head. She jumped when he kissed her cheek. She turned to him with wide eyes and flushed cheeks, holding the spot his lips had touched, "W-What was that for?"

"No reason." He replied, he reached up and brushed some of her hair back behind her ear with a soft smile, "You need to stop worrying so much. You're stronger than you think you are, Erica." His hand wrapped itself around her waist, putting them in a very intimate position, "Just promise me something."

"…What?" Leanne asked, blushing and turning her head away shyly as he leaned closer.

"Promise me you won't leave until this is all over." He said quietly. Leanne was about to ask _until what is all over?_ but was interrupted by his lips touching hers in a kiss. Her entire face flushed a deep red at the touch and she dropped the pages she had been holding, all of them fluttering away onto the floor. She never imagined this would happen to her in her life. Maybe she would kiss a cat on the head back home, just to be cute, but this was a ThunderCat. They're like humans in so many ways, that it was like she was giving this cat, no, this man, her first kiss. Although, given how close he was to her, her Nana had probably kissed him multiple times. _Does this mean my Nana was in love with a __**ThunderCat**__?_ Leanne asked in shock while she was still in lip-lock with the cat. She was both grateful, and a little disappointed when an alarm started to go off, the light in the room changing from its usual white to a light red. The lieutenant cat pulled away with a curse under his breath.

"A riot?" He said, grabbing her wrist and pulling her out of the room, "_Now_, of _all_ times?" He pulled her through hallways into a room where she saw a huge group of animals all fighting each other. Leanne was amazed at the sight of them all, for in all of her time on Third Earth, she had only seen the ThunderCats and the lizards, with the occasional other race and some strange creatures. She never imagined to see monkeys, birds, fish, and even elephants all battling it out with the lizards and the cats. The lieutenant turned to her, "Try not to kill anyone!" And he dove into the fight.

"How would I kill someone?" Leanne asked in shock, she may be able to punch and kick right now, but without the Jewel of Omens, she wasn't able to use her powers. She didn't realize how much she relied on its power until that very moment, and she felt completely useless. How was she supposed to fight any of these animals when almost all of them were twice her size, or had sharp claws and teeth? She was about to step away from the fight, when she spotted Lion-O being held to a wall by a rather large lizard. Suddenly unable to remember that she couldn't do any wind-based attacks without the Jewel of Omens, she lifted up her hands, and was surprised to see fire shooting out of them towards the lizard. He screamed and jumped back in shock, trying to put out the flames on his clothes. Lion-O looked at Leanne with wide eyes, and her gaze shifted from mirroring his face to looking at her hands. Lion-O instantly jumped into action when he saw the lizard that she had accidentally covered in flames started charging towards her. He lifted up his foot and kicked him back, and started fighting the other animals that came at him. Leanne did the same, dodging a blow from a monkey, and punching him back. Soon after they started fighting, the animals were detained, and two specific animals were placed in electric cuffs.

A cat with dark hair and purplish fur came up to the guard who had bound the two. One of them was the lizard they had fought, and another was a dog that reminded Leanne of something she might see out in the Sahara. Maybe a jackal.

"We'll take it from here." She said to the two guards, and they nodded, showing their respect to their superior officer as she took them away, Lion-O and the lieutenant tabby cat from before following them. "Let's take the leaders to isolated holding." Leanne came up next to Lion-O, and he looked back at her.

"What were those flames about?" He asked her in a whisper so the others wouldn't hear them.

"I don't know." She whispered back, "I thought the Jewel of Omens gave me that power?"

"So did I." Lion-O replied. They walked to doors that led to a triangle-shaped cell, and Leanne assumed this was isolated holding. The purple-furred cat glanced around the hallway once, seeing two guards walking by, and she grabbed the two leaders and shoved them into the wall.

"If you so much as _twitch_, it'll be the _last_ move you make!" She threatened, and then threw them into the cell. She waited until the two guards were gone before she shut the doors, putting them inside with the two leaders. She went over to the two of them with a soft smile as she undid their binds.

"Wait, what are you doing?" Lion-O demanded in shock of her actions.

"I think they've spent enough time in these cuffs." The other replied, standing up once they both had been released. The lizard rubbed at his head, where a bruise was showing from Lion-O's kick.

"Nearly took my head off!" He hissed angrily at Lion-O as he stood up, "You cats will take any chance you get!" Lion-O jumped back from the angry lizard. Then he turned to Leanne, "And _you_! You almost turned me into a lizard-filet!"

"I'll say it was quite a convincing performance." The tabby cat said, turning to Leanne and smiling.

"Right… performance." Leanne replied hesitantly.

"My apologies for the unplanned riot," The jackal said, "But it seemed we should meet. Mumm-Ra will have the stone soon."

"And when he does," The female cat said, "There won't be a force in the galaxy strong enough to free us from his dominion. So, the question is, are _you_ prepared to join the rebellion?"

"Our people are willing," The jackal said, "But some question if the jackals can really trust you cats." He looked over at Lion-O, and gestured to Leanne, "And whatever _you_ are."

"Human." Leanne said.

"What choice do you have?" The tabby asked, "To stay in your chains?"

"Even if we _could_ trust you," The lizard said, "Do these two really believe that they can defeat Mumm-Ra once they have the Stone?" He gestured to Leanne and Lion-O when he said this. They both jumped slightly at the news of it.

"Us?" Lion-O asked, "Oh, yeah, sure. I mean, probably."

"_Definitely_." The purple cat said, looking at them, "But they can't do this alone." She looked back to the two of them, "We'll need all the animals to unite in order to overwhelm Mumm-Ra's defenses."

"Of course, if they fail," The lizard said, "We all die."

"Yes… ironic." The jackal said, "Our cat oppressors turn to the slaves for salvation. If they get the Stone, we'll consider it." The purple cat opened the door and let them leave. When they were gone, the purple cat walked over to Lion-O with a soft smile.

"Don't worry." She said, "I have faith in you, Leo." She kissed his cheek and walked away. Leanne blushed and looked away as the tabby cat smiled at her. She looked up at Lion-O once he had left, and she couldn't help but giggle at the dopey grin on his face. At the sound of her laugh, Lion-O stopped, and a horrible realization hit him.

"I'm _so_ dead." He said, he looked out the open doorway where the cat had left, "But at least I have a girlfriend."

"Seems we both have significant others here." Leanne said, Lion-O looked at her with wide eyes, "Lieutenant tabby cat over there had a thing with my Nana, apparently."

"But… You're two completely different species!" Lion-O said as they walked out of the cell.

"I know!" Leanne replied, walking beside him. "It was weird." She touched her lips, "I've never kissed a cat before…"

"You kissed?" Lion-O asked, for some reason unknown to him, anger pooled in the pit of his stomach. Leanne nodded, and Lion-O jumped when a thought struck him, "You don't think you two have…" Leanne quirked an eyebrow curiously at his words, then blushed a bright red when she realized what he was talking about.

"No!" She said quickly, "Oh, _God_, no! At least, I _hope_ not. No, no. Definitely not. I think… No! No, no, no. If we had, I think it would be…" She waved her hands in undistinguishable circles to try and make a point, "More… Well, _you know_." Lion-O nodded, getting the gist of what she was saying. "I don't think we've… yeah, we haven't." She sighed, running a hand through her Nana's dark hair, "I think I'm just going to go back to my room." She looked over at Lion-O, "I found some pretty interesting stuff in there."

"Like what?" Lion-O asked.

"To be honest, I'm not completely sure," Leanne said, "But when I talked to the lieutenant guy, he told me that my Nana had been working to improve a spell or something. I think she's trying to figure out how to get back home. _How_, I'm not entirely sure…" She put her hand to her chin thoughtfully, "But I _will_ figure it out. That much, I promise you."

* * *

><p>Lion-O curiously looked over the complicated mechanism the Book of Omens produced in front of them, wanting to find out how it worked. He jumped to attention when Mumm-Ra came into the room, pressing down on a button.<p>

"Captain Tygus! I want a progress report!" Mumm-Ra ordered.

"Yes, Lord Mumm-Ra." Tygus's voice sounded from a communicator, "I have good news." Different surveillance videos popped up on the screen, "After searching the planet's vast oceans and desolate plains, the Stone was located inside a well-armed city. Our forces are working to retrieve it as we speak." Mumm-Ra nodded once, his eyes scanning over the videos that were displayed. One was of a group of jackals and dogs running to the city, armed with spears, another was a video of shark people swimming through the water, a third was of tanks infiltrating the city.

"Every species has its place, Leo." Mumm-Ra said to him, "Some meant for greater tasks than others. But your own kind has proved most cunning, and ruthless." He turned his attention to Lion-O, "You inspire fear in the other animals. They hate you as much as they do me. I suspect in a rebellion, you would be the first to die." Lion-O felt slightly nervous at the mention of it.

"A rebellion…?" Lion-O echoed, "That would… surely be the work of fools, My Lord." Mumm-Ra nodded once.

"Indeed." He agreed.

* * *

><p>Leanne went through page after page, trying to make out her grandmother's handwriting next to the pictures of the strange circles. She could only make out a few words every now and then, but when she did, she had no clue what they had to do with the circles. She sighed, rubbing her eyebrows, needing a break from all the reading. She looked down at her hands, remembering how fire had shot out of them instead of the wind she was so used to. Although, this wasn't really her body, this was her grandmother's. Still, she was curious as to why the flames came out of her palm. She jumped when she heard some papers fluttering to the floor and she sighed. She reached down from her chair and picked them up one by one. She paused on the last page, the circles that had been drawn on it looking unbelievably familiar.<p>

"Now where have I seen this before…?" Leanne questioned quietly as she held the page, putting the other ones back on the desk. She looked intently at the circle, a memory from her childhood surfacing in her mind.

* * *

><p><em>Leanne held her teddy bear tight against her little body as she walked into her mother's bedroom. Her back stung from the previous day from when she had been kidnapped by the next door neighbors, and she was hoping her mother could help make her feel a little better. She wasn't there, however, and Leanne sighed unhappily. She walked over to the bookcase in the room, looking for her favorite book to have her mother read it to her, and she was about to reach for it, when a book with a red cover caught her attention instead. She cocked her head to the side curiously and reached out and took it. She opened the large tome up to a random page, and looked in awe of all the pictures of unusual circles on it. She picked up the book, looking at the elegantly written cover. What she didn't know was that the cover read 'Rune Circles: Magic for the Modern Witch and Warlock'. She picked up the book and went downstairs.<em>

_"Mama!" She called, hoping she would call back._

_She did. Instantly._

_"Yes, Leanne?" She asked, coming into the room, wiping her hands on an apron. After the incident, her mother had always been right there for her, never once letting her out of her sight, but the second she was gone, she had the police on speed dial. Leanne held the book up to her._

_"Mama, can you read this book to me?" She asked her with a hopeful smile. Her mother's sweet smile fell as she looked at the book's cover. She took the book from her, trying to keep that smile on her face._

_"Now, why do you want to read this book, honey?" She asked._

_"It looks cool." Leanne said, for that was what she thought of the book, even though she couldn't read. Her mother shook her head._

_"No, it's actually very boring." Her mother lied. "You wouldn't like it at all." Leanne pouted._

_"But you always tell me you don't know if you like something unless you try it." She said._

_"Not this time." Her mother said in a sharp voice, she started walking away, half talking to Leanne, half muttering to herself. "No, I need to get rid of this book… Of all those books… All of them…"_

_That night, Leanne could see her mother burning a small mountain of books in a bonfire in their backyard. She never took her eyes off the flames until the books were nothing but ashes that mixed with the dirt._

* * *

><p>Leanne's eyes widened, remembering the circle she held in her hands was one of the ones she had seen in that strange book. She put her hand to her temple as a barrage of questions began to barrel through her mind. What did that mean, exactly? Did those books have some kind of hidden meaning in them? What are these strange circles? Why wouldn't her mother tell her about them? Or any of those other books, for that matter? Did this have something to do with a way to get home? Or did they just mean a bunch of gibberish? Did this have something to do with the flames coming out of her hand?<p>

Her eyes flashed as a sudden thought came to mind. Were these circles… magic? Was her family _really_ filled with witches and wizards like everyone thought? Was her Nana a witch? Was _she_ a witch? What about her mother? Or her aunt and uncle? What about her cousins? Leanne groaned as she felt a headache begin to form inside her skull, and her stomach began to churn, as if she was going to throw up.

No, wait…

She _was_ going to throw up!

_Trashcan, trashcan, trashcan…!_ This word repeated itself again and again in her mind. She found the nearest one and started puking into it. She was so caught up in her sudden illness, she didn't see the door open, or see Lieutenant tabby cat come in. When he saw that she was sick, he rushed to her side.

"Erica, are you alright?" He asked, rubbing her back comfortingly. Leanne couldn't answer as she kept barfing, but once she was done, she took in a deep breath. The tabby cat offered her a handkerchief, and she took it, wiping away the vomit from around her mouth. She handed it back to him, but he grimaced and shook his head, and Leanne put it in the trashcan where her vomit was. "Are you okay?"

"I… I think so…" Leanne said, she moved to sit back in her chair. She rubbed her temples, "That was weird." She looked over at the lieutenant, and saw his smile, "What is it?"

"Erica… You know what this means, don't you?" He asked. Leanne gave him an odd look.

"What _what_ means?" She asked him.

"Well, you told me the other day about human pregnancies." He said, Leanne's eyes widened.

"You think that was… morning sickness?" She asked, a sudden sense of dread filling her. The lieutenant grinned widely, and leaned over, taking her face in his hands, and giving her a passionate kiss.

"I'm so glad, Erica." He said with a smile, "Our own child." He embraced her. Leanne felt her face flushing and she put her hand over her mouth in shock. She was… pregnant? No, her _Nana_ was the one that was pregnant. Did this mean her Nana had a half-cat baby? She almost shuddered at the thought. The lieutenant pulled away and sniffed the air, which had now become quite rank from Leanne's vomit in the trashcan. He reached down and picked it up, "I'll just empty this out for you." Leanne nodded slowly as he walked out of the room. Leanne kept her hand over her mouth as she stared at the floor below her, her eyes still wide.

"Oh my God…"

* * *

><p>A beeping sound was heard and Mumm-Ra looked up as Captain Tygus's face appeared on the screen.<p>

"We've procured the War Stone, My Lord." He said.

"At long last, it's mine." Mumm-Ra said, he turned to Lion-O, "Bring it to me!"

He bowed once, "Yes, My Lord." Then he turned and left the room. The first place he headed to was Leanne's room. The doors opened before him and he walked in, "Hey, the stone is…" He trailed off, seeing her face. She looked pale, her hand over her mouth, eyes wide, and she seemed to be completely unresponsive to him, "Leanne?"

"Hmm?" She turned to him, just noticing he was there.

"You okay?" He asked, Leanne sighed, running her hand through her hair.

"Um… Sort of." She said, "I guess… Not really, no."

"What's wrong?" Lion-O asked, temporarily putting their mission aside for her.

"I… You know that… _thing_ that we talked about earlier?" She asked him, "With Lieutenant what's-his-name?" Lion-O nodded, "Well… turns out, he and my Nana did… _that_. And… now, I'm pregnant."

Lion-O's heart came to a stuttering halt. "…Pregnant?" Leanne nodded solemnly.

"Oh, God, this is too freaky." She muttered.

"How… how is that even possible?" Lion-O asked. Leanne sighed.

"Well… we're of different species," She began, "But, technically, a human and a cat _are_ both mammals, so… we both have the proper, um…" She blushed, "_Equipment_… for that sort of thing…" She looked up at him, "But… The baby's probably not going to make it. I mean, if you combine human DNA with cat DNA, there's a good chance the child might get a little screwed up. So, the baby's probably going to be stillborn… right?" Lion-O shrugged and Leanne sighed again. Although Lion-O seemed calm, the very idea of Leanne being impregnated, even if she was in her Nana's body, infuriated him. "So, um, what were you saying?"

Lion-O snapped out of his thoughts, "Oh. The Stone is here." Leanne got up and followed him out of the room. They went to where Leo's girlfriend had set up a meeting place for the animals that were making the Sword of Omens, and the necklace that would soon hold the Jewel of Omens. It was a place that was hidden from any surveillance cameras on the ship, or any guards. They had to go past a few pipes, and crawl in between a couple lines, until they arrived there. Her Nana's boyfriend (and baby daddy) was already there, and he smiled at her. Leanne smiled uneasily back, still unsure of how to treat the situation she was in with him. Leanne smiled when she looked at the animals who had made the sword, and saw that they resembled lemurs. They smiled at them as they presented two items covered by a drape. A female held the smaller one, while the male, presumably her husband, held the larger one. Leanne and Lion-O shared a glance before they pulled the drapes off, revealing the Jewel of Omens, minus the jewel, and Lion-O's gauntlet with the miniaturized Sword of Omens inside it, minus the Eye of Thundera in its hilt. Leanne took the necklace and easily put it on her neck, while Lion-O took the gauntlet and put it on, pulling out the small sword.

"The Sword of Omens." He said with a smile.

"Forged from the same enchanted metal as Mumm-Ra's sword and gauntlet." Leo's girlfriend said.

"Isn't it a bit… small?" The tabby said, seeing the blade's size.

"That'll change once I add it to the Eye of Thundera." Lion-O said.

"And what about Erica?" The female asked, gesturing to Leanne, "Are you sure the War Stone will amplify your power?"

"Yeah." Leanne said, poking her finger through the hole of the necklace, "_Definitely_." She looked up at the others, "Let's go."

* * *

><p>They waited until the Captain's ship docked itself inside. They waited until he came out before they approached him, the lieutenant and the purple cat armed and ready.<p>

"Thanks for finding the War Stone, Captain." Lion-O said, "But we can take it from here." Leanne stood beside him as he spoke. The Captain gritted his teeth.

"You'll never be able to unify the animals behind you, Commander." He said. Leanne reached over and took the container that held the War Stone from him. She handed it to Lion-O, who took out the stone.

"A tiger underestimating me," He said with a grin, "I'm not surprised." He took the stone and, using the blade of the small sword, cut off a small piece of the cubed stone and handed it to Leanne. Once that was done, they both put in their part of the stone in their places. They grinned as the stones automatically fit into the holes. They both glowed brightly as they fused into the metals. When the stone was completely fitted into the sword and necklace, they grinned at each other.

The purple cat came over, putting her hand on Lion-O's shoulder, "Now all you have to do is use the Book to shut down security, free the slaves, and beat Mumm-Ra." She kissed his cheek as she pulled away.

"Well, when you say it like that, it sounds so easy." Lion-O said dryly. Leanne looked over at the tabby cat when he tapped her shoulder.

"Promise me you won't get hurt." He asked. Leanne put her hand over his.

"I'll do my best." She said, he smiled gently and she smiled back.

* * *

><p>Leanne and Lion-O walked into the room where Mumm-Ra waited for them.<p>

"You have the Stone, Commander?" He asked them when he heard their footsteps.

"Yes." Lion-O said, "But you're not getting it." Mumm-Ra turned around to face them.

"Your betrayal comes as a surprise." He said, not sounding very surprised at all, "Even more surprising is that you sincerely believe you'll succeed." Lion-O pulled out his sword, ready to fight as Leanne reached for the stone around her neck.

"You said yourself it was the most powerful weapon in existence." Leanne said, glaring at him.

"_One_ of the most powerful weapons in existence." Mumm-Ra specified, "And I have the other _three_!" He held up his gauntlet, showing off the three jewels embedded in the dark metal.

"Other three…?" Lion-O murmured quietly, looking at the stone.

"Certainly you didn't forget about the three stones we already collected?" Mumm-Ra asked tauntingly, showing how power flowed through the gauntlet from them.

"Believe it or not, that somehow slipped my mind." Lion-O said.

"Now having brought a planet to its knees for that stone," Mumm-Ra began, "I expect taking it from you two will be a _far easier task_!" He pulled out his blade, and it quickly turned into a much larger, much fiercer weapon. It was a staff of sorts, with a pair of blades on opposite sides. He spun it in the air expertly, and then slammed it on the ground. Surges of lightning came from it and Leanne and Lion-O used what they could to block it, but they were still pushed back. Mumm-Ra lifted his weapon from the ground, and the two ran at him, Lion-O going at him straight on, and Leanne heading around him, holding up her hands, imagining flames shooting out from them. It was easily accomplished, and Leanne instantly knew why. Yes, her grandmother was some kind of magic-wielding witch, and the Jewel of Omens amplified the power, and let her control all four elements if she so wanted, which is why she could do all four elements when she was training with Jaga. Without it, it was only one element. Her Nana's element just happened to be fire, not air like hers was.

Mumm-Ra deflected the flames with a wave of his gauntleted hand, and lifted up his weapon just before Lion-O was able to strike him. Lion-O swung the sword again and again, powerful streams of lightning flowing from it with each blow. After a second or two, he jumped back, and Leanne appeared just behind him. She put out her hand, a huge stream of water producing from it and hitting Mumm-Ra's gauntlet when he put it up in defense. The stream was so powerful, it knocked off one of the stones from Mumm-Ra's gauntlet, flying through the air. Lion-O ran out and caught it in his gauntleted hand. He glared up at Mumm-Ra.

"Stripped of all your stones, you'll be nothing more than a withered sack of bones." Lion-O said. Mumm-Ra roared angrily, and flew up into the air.

"The two I still have are more than enough to defeat you!" He shouted, Leanne and Lion-O watched in awe as the two stones glowed, and armor began to form around Mumm-Ra, the design reminding Leanne of a grim reaper costume. "Perhaps I underestimated you, Leo, but not as drastically as you underestimated _me_! I can harness the powers of these stones in ways you can only _dream_ of!"

"And just when we were starting to win." Leanne mumbled when she saw him. Mumm-Ra lifted his hand and a powerful blast of energy shot out, sending Lion-O over the edge of the small platform that was elevated above the bottom of the ship.

"No!" Leanne shouted once he had gone over.

"Your rebellion is over, Leo!" Mumm-Ra declared. Leanne glared at him, gritting her teeth.

"You bastard!" She snarled, she held up her hands, ready to use her powers to cut him in two, but she stopped when she heard a grunting sound, and saw Lion-O climbing back up.

"I'm not done yet." He growled, he quickly got up and ran towards Mumm-Ra. Their blades clashed together and more lightning flew off of the blades. Lion-O roared, and the Eye of Thundera began to glow. It shot out a bright light that blew Mumm-Ra back and down into the depths of his station where he had tried to send Lion-O. Once he was gone, Lion-O sheathed the sword and ran to the Book of Omens, punching in different keys quickly.

"What are you doing?" Leanne asked him as she came by him, "Mumm-Ra's not that easily beaten! He'll be up here any second!"

"If I don't get these animals loose, this will all be for nothing!" Lion-O said, Leanne watched as he kept typing in command after command on the keys, and she saw the electric gates that were holding all the animals in begin to open up. She watched as a few animals walked two steps out, looking around them for guards that would throw them back in their cells, but a majority of them were too scared to come out, afraid of what they might face if they do. Punching in a few more keys, Lion-O had his face appear on a holographic communicator to all of the animals.

"I realize the cats haven't earned it, but I'm asking for your trust." He said to them, "Trust in me and in a future where we are not enemies, but brothers. Today, let's put aside our differences, because together, we can be _free_!" Leanne, who was visible beside him, held up her hand, which was engulfed in flames that did not hurt her.

"_Unite or fall_!" She shouted. Lion-O followed her example and pulled out his sword, holding it up. They heard the animals cheer loudly and saw the jackal from before, as well as Leo's girlfriend and the lieutenant appear before the animals.

"Come!" The jackal shouted. The animals ran out, taking out any guards that appeared before them. They watched as they charged through the halls on surveillance cameras. Lion-O looked up at the purple cat when she came into view.

"So, how'd I do?" He asked. She only answered him by blowing a kiss through the communicator. Lion-O smiled at Leanne, and she smiled back.

"You think you've freed them," The two gasped when they saw Mumm-Ra had made his way back to them, "But you've only doomed them to die for your rebellion!" He shot out a blast of lightning at the two of them, and they both jumped back.

"They're not fighting for me!" Lion-O shouted, "They're fighting for themselves!" Mumm-Ra ignored his words as he shot a bolt of lightning at him, and Lion-O was sent flying back. When Leanne tried to go to him, Mumm-Ra blasted her as well, and she cried out in pain, suddenly having a flashback of when she first met Mumm-Ra. When they had both fallen to the ground, Mumm-Ra picked up Lion-O and threw him against a wall. He spoke to him as he picked up Leanne's suddenly limp form.

"Even if you had my power, you wouldn't know what to do with it!" He said, Lion-O glared at him, his eyes going to the two stones in his gauntlet. His eyes widened as he remembered he still held the stone Leanne had taken from Mumm-Ra. He opened his gauntlet had and looked down at the little green stone.

"Maybe not." He said, standing up, "But I just figured out this gauntlet holds more than my sword." He put the stone on his gauntlet and watched as it fused to the metal. Only a moment later did his own armor begin to form around his body, resembling something like a lion, which Leanne would have found quite fitting, if she wasn't so terrified she could barely move. "A light to end the darkness." Lion-O charged at him, and Mumm-Ra dropped Leanne so he could block his blow.

Leanne fell to the floor with a thud, her body quivering too much from the fear she had initially felt from when she had first met Mumm-Ra. She watched as Lion-O and Mumm-Ra battled it out, the strikes getting so much fiercer and stronger than usual that Lion-O actually sent Mumm-Ra through the wall and out of the ship into space. She couldn't see what was happening outside, but she tried to get up in order to be ready to face whatever was coming. She jumped when Mumm-Ra came crashing back into the room through the opposite wall, Lion-O not far behind him. Mumm-Ra was considerably weakened, and Lion-O took advantage of this, raising up his sword and bringing it down on his gauntlet.

"The stones!" Mumm-Ra cried as they fell out. As he reached for them, his armor, and his body began to dissipate into a purple smoke, leaving a very familiar withered form behind. Lion-O's armor retreated from where it had come, and he made his sword smaller.

"Now that's the Mumm-Ra I know and love." He said, he reached down and picked up the other two stones, putting one in his gauntlet, but hesitating before putting in the third. He looked over at Leanne, offering it to her, "Want one?" Leanne smiled at his casual question, as if sharing stones of great power was on the same thing as two kids sharing cookies at lunch. She shook her head.

"No, I'm fine." She said. Lion-O shrugged and put the last on his gauntlet. When it was done, the gauntlet glowed brightly. Cheers were heard from around them, and Leanne saw that the animals had gathered through the front entrance without her noticing. The purple cat moved through the crowd, as did the lieutenant, and they came up to them.

"You just accomplished the impossible." The purple cat said with a smile to Lion-O. He smirked back. The moment, however, was broken when the entire ship suddenly lurched and alarms began to go off. Leanne grabbed onto the tabby cat, having nothing else to hold on to, and he held her close to him as he went to check what the damage was. He pressed a few keys on a computer to see what was happening.

"The ship's instruments are going haywire!" He said, "Some kind of magnetic storm is fighting the gravity of this planet's moons. We're on a crash course for—!"

"Third Earth." Leanne and Lion-O said at the same time, not realizing it. They looked up through a window to see the magnetic storm taking place on the planet. Everyone was so distracted by it, no one noticed Mumm-Ra getting up.

"Yours is a fleeting victory." He said to Lion-O and Leanne's backs, he chuckled darkly, "I will live to collect what's mine." He went over to a machine and pressed a few buttons, opening a type of containment unit. With all the cold streams of air suddenly flowing from it, Leanne assumed it was a cryogenic freezing chamber of some kind. She and Lion-O ran to stop him from getting inside, but the doors shut before they could Lion-O tried to pull them open, but it was no good.

"If we can't pry it open," The purple cat said, going over to the device that Mumm-Ra had used to get in, "Let's make sure he can't either!" She slammed her fists down on the device, effectively breaking it and putting it out of use. The animals cheered again.

Leanne turned her attention away from the celebration, knowing that Mumm-Ra would return eventually, and looked up at the magnetic storm. She felt someone put their arm around her shoulders, and she looked up at the tabby cat lieutenant. He kept his gaze on the window like she had when he spoke.

"What do you think we should do?" He asked her. Leanne took one glance at the storm, then back at the cat.

"The only thing we can." She said, "Brace for impact." He leaned down and pressed his lips to hers. Leanne kissed him back, putting her arms around his neck as he wrapped his arms around her waist.

As the ship got further and further into the atmosphere, the ship began to build up in heat from the friction it was making as it fell. A bright, blinding light suddenly encompassed her and Lion-O's sight and they found themselves back in the ocean of data that they had started in.

They looked around in confusion, wondering what the heck had just happened, as Jaga's form appeared before them.

"The impact of the crash disrupted the Book's record." He explained, "But left enough of the crew alive to begin civilization anew here, on Third Earth."

"Then Mumm-Ra's after not just the Eye of Thundera," Lion-O said, "He's after _all_ the stones. But where are they?"

"Scattered by the winds across Third Earth." Jaga said, "The Book will be your guide to them." Lion-O and Leanne nodded in understanding, "But remember, it will take more than that power alone to defeat this monster."

"We have to bring the animals together against him." Leanne said, "We unite or fall." Jaga nodded once.

"Go now, Lion-O and Leanne." He said, they felt themselves being pulled away from Jaga and away from the book.

"Wait!" Lion-O shouted, "I have more questions!"

Jaga said nothing as he disappeared into the waves of data and Lion-O and Leanne were pulled away from it.

* * *

><p>Their eyes flashed open and they looked to see all of their friends around them, looking at them worriedly. They both slowly sat up and met their gazes, assuring them that they were fine. Lion-O stood up, and Leanne followed him. Lion-O looked at the others seriously.<p>

"I know what we have to do."

* * *

><p>"…That's quite a story." Tygra said once he and Leanne had finished telling them what they had seen in the book (Both of them leaving out the parts of their ancestors significant others). It was nightfall, and everyone had finished their supper a long time ago, and they were all close to getting ready to sleep.<p>

"It's true." Leanne said, "All of it really happened five hundred years ago."

"I'm not saying I doubt you." Tygra said, holding up his hands, "I'm just saying that's quite a story."

"So… We need to find these other stones before Mumm-Ra?" Panthro asked, "That doesn't sound too hard."

"It probably will be, seeing as we have no idea where to start." Cheetara said.

"Jaga said that the Book would be our guide." Lion-O said, "I bet if Mumm-Ra could hook that book up to his machines, we could just as easily hook it up to the Thunder Tank."

"It'll probably be like putting in a new navigation system." Leanne said to Panthro when he saw his grimace at the idea of hooking up a book like a piece of technology to his tank. He nodded in agreement when she said this. Leanne felt someone tugging on the back of her clothes, and she turned around to see WilyKat and WilyKit looking up at her. "I thought you guys went to bed already."

"We can't sleep." WilyKit said, rubbing her eye tiredly.

"You mean you were eavesdropping." Leanne said with a grin, showing them that she wasn't mad at them for it.

"_Maybe_." WilyKat replied slyly. Leanne smirked and reached out, ruffling the little kitten's hair. He laughed and swatted her hand away to get her to stop. "But could you do something for us?"

"What?" Leanne asked, turning around to face them fully from where she sat, turning her backs on the others as a result.

"Could you sing us a lullaby?" WilyKit asked, "It'll help us to fall asleep."

"A lullaby?" Leanne repeated in surprise, "Aren't you guys a little old for lullabies?"

"Our mom used to do it for us." WilyKat said, "It always helped." At the mention of the two kids' mother, Leanne's expression softened and she nodded.

"I think I know a little tune." She said, she stood up and followed the two kids to where they had put their sleeping bags. She sat down in between the two bags, smiling at them, "All settled in?"

"Almost." WilyKit said as she wiggled around in her sleeping bag, "Okay, ready." Leanne smiled.

"Okay," She took a deep breath in and out, "Let's see if I can remember all the words…" Lion-O's ears pricked up as he waited to hear her sing, wondering if she was any good.

"_Before Lord God_

_Made the sea or the land,_

_He held all the stars_

_In the palm of his hand._

_And they ran through his fingers,_

_Like grains of sand._

_And one little star fell alone._

_Then the Lord God hunted,_

_Through the wide night air._

_For the little dark star_

_In the wind, down there._

_And he stated and promised,_

_He'd take special care._

_So it wouldn't get lost no more._

_Now a man don't mind if the stars get dim._

_And the clouds blow over and darken him._

_So long as the Lord God's watching over him,_

_Keeping track how it all goes on._

_But I've been walking,_

_Through the night and day,_

'_Til my eyes get weary,_

_And my head turns grey._

_And sometime, it seems,_

_Maybe God's gone away._

_Forgetting his promise,_

_And the word he'd say._

_And we're lost, out here in the stars._

_Little stars,_

_Big stars,_

_Blowing through the night._

_And we're lost out here in the stars._

_Little stars,_

_Big stars,_

_Blowing through the night._

_And we're lost, out here in the stars…_"

Leanne trailed off from the tune at the end, seeing the two kittens had fallen asleep. She smiled gently and got up, stretching her limbs. She waved to the others, silently telling them that she was going to bed as well, and walked over to her sleeping bag. Lion-O watched her every step.

He was amazed, he had no idea that such a wonderful voice came from her. Sure, sometimes when she spoke, it was soft, and a little melodic, but he had no idea her singing could be so… beautiful. Almost as much as she was.

Lion-O's thoughts came to a stuttering halt. _Did I just say that Leanne was beautiful…?_


	11. The Duelist and The Drifter

**Awesome! I got a hold of some internet on the ship! So you guys can read the next chapter sooner than you thought! Hooray! ^_^**

* * *

><p><span>11<span>

Panthro sat in the driver's seat of the Thunder Tank as he waited for Tygra to finish hooking up the Book of Omens to his navigational system.

"By the time you get the Book of Omens rigged up, Mumm-Ra will have conquered the planet!" Panthro said, getting impatient with Tygra's constant drilling.

"Never…" Tygra grunted, drilling something in, "Rush…" Another drilling sound, "Genius…" A third drilling sound. Panthro sighed exasperatedly, putting his hand to his head and shaking it. After a moment, Tygra pulled himself up from underneath the tank and moved into the seat next to Panthro's. "There." He turned to him, "Fire it up!" Panthro did so, pulling back on the two levers that acted as the tank's steering wheel to power it up. Everything seemed to work perfectly, the tank's electronic systems up and running, and the book displaying where to find the nearest stone. But something short-circuited, and the tank was shut down, the Book of Omens smoking from its sudden misuse of instillation. A loud popping sound came from behind them, and the two looked back to see the engine had given out again. Tygra grimaced, looking at the smoking book, "We're gonna be here a while."

A very feminine sounding grunt caught the two cats' attention as Cheetara walked over to the tank, stretching her arms up above her head.

"Good morning." She greeted, running her hand through her blonde hair.

"Morning." Tygra greeted, "You slept in a little later than usual." Cheetara grimaced, reaching into a particularly unruly part of her hair and pulling out a twig.

"I slept on a _very_ uncomfortable piece of land." She said, she looked up at the two men as they began working on the tank again. She looked around, her gaze finding WilyKat and WilyKit playing with Snarf, but she couldn't see the last two people of their group. She jumped up onto the hood of the tank in front of Panthro and above the place where Tygra was working, "Where's Lion-O?"

"He went out on a walk." Panthro said.

"And Leanne?" Cheetara asked.

"Where _else_ would she be?" Tygra grunted out as he pulled out some screws from the tank. He bopped his head against the tank as he came up, letting out an "Ow!" He held the spot he had bumped with a scowl, "She's with Lion-O." He held up the screws and Panthro let him drop them into his hand.

Cheetara hummed thoughtfully, swinging her legs over into the inside of the tank while she still sat on its hood, "Those two are _awfully_ close, aren't they?"

"_Close_?" Tygra scoffed, "Leanne hangs off him like a _disease_. She's barely left his side since she came here." He slid back under the tank, "May God help any man cursed with _the Leanne_*." Cheetara frowned, not exactly fond of the way he compared the relationship Leanne and Lion-O shared.

"It's more like a cub following its parent." Panthro said, making the description seem a bit more fitting for his and Cheetara's young friend. Cheetara nodded in agreement. She turned her head when WilyKat and WilyKit popped up on the tank, Snarf just beside them.

"Leanne's like his pet!" WilyKat said with a grin, "She never stops following him."

"I think Snarf might have some competition for Lion-O's attention." WilyKit said, petting the little creature's head. He mewed unhappily at the thought of being left behind by Lion-O.

"Now _that_, I don't doubt." Cheetara said with a grin, she looked back over at Panthro, "You don't think they could get closer do you?"

"Closer _how_?" Panthro asked, his tone similar to a father talking about his daughter dating a boy he didn't like.

"Oh, _you know_." Cheetara said, "Those two have stuck together since they came here. I wouldn't be surprised if their little friendship was taken to a new level."

"_I'd_ be surprised if it wasn't." Tygra said, coming back up. He pointed his wrench at Cheetara's face, "I give them a week before they start swapping spit."

The Wilykittens' heads tilted to the side, a questioning look on their faces. "What do you mean by 'swapping spit'?" WilyKat asked. Tygra was about to open his mouth to answer, but Cheetara put her hand over his mouth.

"It's another term for kissing." She said, she sent Tygra a look, "_Just_ kissing." Tygra moved her hand away from his mouth.

"I wasn't going to tell them _exactly_ what that meant." He said.

"I don't like that." Panthro said, crossing his arms, "Leanne doesn't seem to be all that experienced with those of the opposite sex. She's almost… naïve."

"And Lion-O's not?" Cheetara asked, "He seems pretty innocent to me."

"While I got more girls than he did," Tygra began, "Lion-O _does_ know his way around a girl or two. I'll say that much for him."

"And what if he takes it too far?" Panthro asked, taking on that fatherly tone again.

"Lion-O? _Pfft_, he wouldn't do something like that." He said, "The likelihood of that happening is equivalent to the chances of Leanne killing Lion-O with his own sword."

"…You are such a _jerk_!" All heads turned to the sound of the voice and they saw Leanne stomping through the foliage around their camp, Lion-O not far behind her, "You're a selfish, stubborn excuse for a man!"

"Oh, _I'm_ selfish? _I'm_ stubborn?" Lion-O growled angrily as he came up behind her, "Look who's talking! You're only thinking of yourself, and you _refuse_ to see reason!"

"I'm seeing _every_ reason here!" Leanne shot back, "_You're_ the one who's gone blind!"

"No, you're only looking to benefit yourself!" Lion-O said, "You need to start thinking of ways to benefit our home!"

"Hey! News flash, Lion-O: THIS ISN'T MY HOME!" Leanne shouted in his face, "Or are you so thick skulled that you had forgotten that? Why should I care what happens to your little planet? I couldn't care _less_! In fact, I don't care _at all_!"

"Leanne, do you hear yourself right now_?_!" Lion-O shouted at her, both of them oblivious to the wide eyed stares they were getting from the others.

"Yes, I do! And I'm telling you what you need to hear!" Leanne snapped, poking her finger in his chest.

"_No_, I'm telling _you_ what _you_ need to hear!" Lion-O snapped back, smacking her hand away, "You need to start expanding your thinking outside of your own gain! You may not be from here, but you're here _now_, and you have to help us!"

"I _have_ to help you?" Leanne asked him mockingly, "I _have_ to? I don't _have_ to do anything! I can do whatever I want!"

"No you can't!" Lion-O snarled, "I'm the king now! You have to listen to me, whether you like it or not!"

"You have no _kingdom_!" Leanne said, "The only subjects you have are all the other cats that are left, and anyone who cares! Which, may I remind you, is something I _don't_ do!"

"Leanne, you're acting like a child!" Lion-O snapped.

"And _you're_ acting like a dictator!" Leanne snapped in return.

"_Enough!_" Lion-O shouted, he pointed his finger in Leanne's face, "We are never discussing this again. That's an _order_." Leanne stared at him with wide eyes for a moment, in complete shock of his words, then her eyes narrowed into a glare.

"I don't have to obey your orders." She growled, then she stomped away over to her bag and slung it over her shoulder. She turned to where Lion-O hadn't moved, "I quit!"

"What do you mean you quit?" Lion-O asked her.

"I mean, I'm _done_!" Leanne shouted as she started walking away, "Good luck with your life, because I don't care enough to be in it anymore!" Lion-O looked at her incredulously, then ran after her, grabbing her wrist to stop her.

"You can't leave!" He snarled.

"Watch me." Leanne growled, yanking her arm out of his grasp. Lion-O grit his teeth angrily, and he was about to yell at her again, but she spoke before he could, "You know what, Lion-O? You can take that Sword of Omens and GO F**K YOURSELF WITH IT!" Cheetara instantly covered Kat and Kit's ears.

"_What_ did she just say?" WilyKat asked, his mouth gaping at this new word to enter his mind.

"I'm done!" Leanne snapped, she started walking away again. Lion-O looked after her incredulously, unable to believe that she had just spoken that way to him. When he regained his senses, he growled, clenching his fists.

"Fine! We don't need you anyway!" He shouted at her.

"Fine!" Leanne shouted back.

"Fine!"

"Fine!"

"Fine!"

"FINE!" Leanne used her powers to lift herself up off the ground and fly away from the camp as quickly as she could. Everyone looked after her with wide eyes, and then they looked at Lion-O, who had started walking back to the camp.

"Lion-O, are you nuts?" Tygra asked him, "You can't just let her go!"

"She won't last out there on her own." Lion-O said, looking up at him, "She'll be back before dusk."

* * *

><p>Tygra looked uneasily at the sun setting on the horizon. He looked down the pathway Leanne had taken that morning, and saw no one walking it. It was completely empty. He looked over at where Lion-O was setting up the fire.<p>

"Lion-O, it's dusk," Tygra said, "And Leanne _still_ isn't back yet."

"She'll be back before it gets dark." Lion-O assured, "She won't be able to make it out here on her own. She'll come back."

"It's been hours Lion-O." Cheetara said, "She could be _miles_ from here by now."

"She'll come back." Lion-O said firmly, preparing the fire, "She will."

* * *

><p>Night had fallen, and everyone kept glancing down the pathway that Leanne had taken, there was no sign of her at all. Lion-O kept looking more than anyone, guilt suddenly filling him as he realized he may have actually sent her away with his words.<p>

"Way to go, genius." Panthro said, smacking the back of his head, "You chased her away!"

"It's not like I meant to!" Lion-O said, rubbing the spot Panthro had hit.

"Does this mean Leanne's not coming back?" WilyKit asked sadly, looking up at Cheetara.

"Hopefully, no." She said, "It's hard to tell if she's coming back or not." Lion-O looked back down the pathway, his eyes widening and spirits lifting when he saw a form in the distance.

"There she is!" He exclaimed, pointing to the dark silhouette as it moved. Everyone jumped up, ready to welcome back their friend, but were disappointed to see it was only a small creature, one of Snarf's size, with two, bowl-shaped ears, and big yellow eyes. Lion-O's face fell at the sight, and turned his attention back to his small amount of food, "She'll be back by morning…"

* * *

><p><em>Three days later…<em>

Leanne groaned when the sunlight hit her eyes. She pulled up the sheets of the bed she had been given to try and block the light from her. She waited a few minutes under the covers, and after some thinking, decided it was time she got up. She probably wasn't going to go back to sleep again, anyway. She tossed the covers away from her and swung her legs over the side of the bed. She stretched her arms up high with a small grunt, and released a breath when she dropped them. She stood up from the bed and looked around the small room she was in.

After her little spat with Lion-O, Leanne had left and came upon this town. At first, she was intimidated by the wall surrounding the small place, which was made entirely of broken swords, but she had gone in, nonetheless. She walked around the town aimlessly, soon finding that the town was made for sword fighters of all kinds. She would pass by different competitions that tested the strength of the blades, and the skill of their owners. She had gone to a small restaurant to find some food, but was incredibly disappointed when she found out that they refused to take the Thunderian shillings she had for money. She tried to explain to the owner of the place that it was the only money she had, and that she had no skill with any blade. The owner said he couldn't make any exceptions for her, and she was instantly saddened.

She had collapsed on the nearest seat, putting her elbows on her knees and holding her head in her hands.

"What am I supposed to do for money…?" She asked quietly, frowning when her stomach growled loudly. The owner, a big, burly dog of a man who was well into his years, looked her up and down as she tried to think.

"Are you by yourself?" He asked, Leanne nodded, not moving her head from her hands, "You have no one with you?" Leanne nodded again, "But you're so _young_."

"Yeah," Leanne looked from her hands, but didn't meet the owner's eyes. She stared ahead of her blankly, "I had something of a fight with one of my friends, and I left."

"And you can't apologize for it?" The owner asked, pulling up a chair beside her.

"_He's_ the one who should be apologizing!" Leanne snapped, she instantly realized how she sounded and turned to him, "I'm sorry. I shouldn't have said it like that." The owner waved it off.

"Don't worry about it." He said, Leanne said nothing as she turned back to her front. "So… you really have nowhere to go? What about your home?"

"It's… It's really far from here." Leanne said evasively, not wanting to explain earth to the dog man. She sighed and stood up, "Well, maybe I'll get some better luck in the next town." She turned to him, "Could you point me in that general direction?"

"The nearest town from here is a week's travel by carriage." The owner said, "Two weeks if you're walking."

"Crap…" Leanne cursed quietly. She bit down on her lip, trying to figure out a way to get some supplies for herself, or at the very least some money.

"You know…" The owner began, standing up from his seat and going over to her, "We could use some extra hands around here. Why don't you work here for a bit until you're able to get yourself out of here?"

"Seriously?" Leanne asked in surprise, "Thank you so much! Ah… but…" She paused, thinking of where she could find a place to sleep, "I guess I could just camp out again…"

"Don't bother." The owner said, "You can stay with me and my wife. You can sleep in my son's old bedroom."

"Oh, I don't want to be any trouble." Leanne said, again, the owner waved it off.

"It won't be any trouble." He said, "You'll just be staying with us while you work." He smiled at her, "Think you can do that?" Leanne nodded vigorously.

"Y-Yeah! Definitely!" She said quickly, a smile growing on her face, "Thank you so much!"

After that, she had been working at their restaurant as a waitress, staying in the old bedroom. Leanne could tell that he had been interested in swords for a good while, with pictures of different blades hanging on the walls, and a few real swords hanging about in various containers through the room and hidden in a closet. She had borrowed the owner's wife's clothes so she wouldn't look quite so strange in her clothes from Thundera. She donned a white collared shirt and a long navy skirt. The hole in the back that had been for the wife's tail had been sewn up (Leanne was very grateful to her for doing it). She walked out of the room and downstairs to where the owner, a bulldog man named Fidon, and his wife, a blue-eyed husky dog woman named Mishka, were already serving customers.

"Sorry I slept in." Leanne said as she picked up an apron from the wall and started tying it around her waist.

"Your shift doesn't start for another half hour." Fidon said with a laugh. Leanne looked up at him.

"I intended to be a little earlier today." She said with a smile. Fidon said nothing as he handed her a notepad and pencil.

"You got tables 3, 4, 5, and 7 today." He said, "Mishka's got the rest." Leanne nodded and headed out to see who was waiting at her tables.

* * *

><p>Lion-O walked along the path Leanne had taken a few days ago. The only reason he and the others hadn't left camp was because the Thunder Tank still had yet to be properly fixed up with the Book of Omens. That, <em>and<em> they were waiting for Leanne. If she didn't show herself by the end of the week, either saying she was sorry, or demanding an apology, they would leave without her.

Snarf walked beside Lion-O's feet as they went to the nearest town. He looked up at the front gate, seeing how the wall surrounding the town was made of broken sword blades, and at the top of the gate rested a skull with two swords going through it.

"I've heard stories about towns like this." Lion-O said, looking up at the gate, "Just never _seen_ one before." A crow sounded loudly, and Snarf squealed, grabbing onto Lion-O's leg in fear. He smiled down at the creature, "Don't worry, Snarf. We'll get what we need for the tank and leave."

"Think you could lend a hand, friend?" Lion-O jumped slightly when he heard the voice, and looked around for whoever had spoken, but saw no one, "Up here." He looked up, and saw a rabbit man had gotten the back of his shirt snagged onto a blade on the wall, "I seem to have snagged myself. Again." Lion-O looked at him strangely, noticing how his body swayed like a willow tree branch in the breeze.

"What are y—" Lion-O caught himself from asking the question, "Uh… Who are you?"

"Just a Drifter, I suppose." He replied, his tone content and slightly lazy. Lion-O jumped up onto the wall, careful not to cut himself on any of the blades, and grabbed the rabbit, pulling him off the wall and tossing him into the air. He watched as he floated around like a piece of paper, landing on a fence in a comfortable position. Lion-O came down and he smiled at him, "Thanks for the assist."

"Maybe you can return the favor." Lion-O said, "I'm looking for supplies."

"Well, find them somewhere else." The Drifter said, Lion-O's eyes widened at his response, "This is a _swordsman's_ town, Stranger, and they duel for keeps." He lay back on the fence, "Leave, before it's too late." He turned over on his side, away from Lion-O, then turned his head to look at him while he spoke, "Or don't. I don't care." He turned back on his side, relaxing.

"I can handle myself all right." Lion-O said, pulling out his sword while it was still miniaturized.

The Drifter chuckled, "This town _loves_ guys like you." He turned back to face Lion-O again, "_Swaggering_ around with your fancy sword, thinking you can't lose." He still had that content smile on his face as he spoke to Lion-O, "But you _will_." Lion-O's confident grin fell slightly as he looked at the Drifter, "They all do."

"This is more than a _fancy _sword." Lion-O said, his grin back on his face, "It's the Sword of Omens, and with it, I _never_ lose."

"Just like I said," The Drifter began with his smile, "Take my advice and blow on out of here." He shrugged, "Or don't. I don't care." A gust of wind came and blew the Drifter up into the air and over the wall, into the town somewhere. Lion-O looked after his flight path with a quirked eyebrow. He looked down at Snarf.

"He was… strange." He said. Snarf mewed in agreement, following Lion-O into the town.

* * *

><p>Leanne wasn't surprised to see a particular customer at one of the tables. She wasn't sure of his name, all she knew was that he came to the restaurant every day, and ordered the same thing every time: Just a glass of water, and a plate of carrots, their cheapest vegetables. Leanne thought it was funny that his diet consisted mostly of carrots, and he was a rabbit. He was a dirty-looking man, with long, brown hair and a pair of drooping ears. He always had a stalk from a willow tree hanging out of his mouth, and his clothes, while filthy, never smelled terrible.<p>

"Hello Drifter." She said, calling him by his preferred name. He smiled up at her, "Want the usual again?"

"If you don't mind, Missy." He said, he never called her by her name, mostly because she had never told him, but he had never asked her. He didn't even know Fidon's and Mishka's names. He never bothered to ask, he just called Mishka 'Ma'am' and Fidon 'Sir', and because she was so young, he called Leanne 'Missy'. Leanne nodded and jotted down the order to give to the restaurant's cook, a rather overweight warthog man named Buso who had a slight twang to his voice that made him sound a little bit country.

"Gotcha." She said, she walked over to the other tables, taking the other customers' orders before she headed into the kitchen to give them to Buso and take out any orders that needed to be taken out. Feeling the eyes of her customers as she walked away from them.

Despite all of the leering eyes that followed her wherever she went, Leanne was actually quite comfortable in this swordsman's town. There were species of all different kinds here, some of them didn't even look like animals at all, but more like something out of a fairy tale, or a mythology book. So, when people looked at her, it wasn't because she was the only human on Third Earth, it was because she was female. While she hated the leers, and the occasional wolf-whistles she got, Leanne was amazed that the people in this town were so comfortable with her appearance. She didn't feel the need to hide away from them, like she sometimes felt around the cats in Thundera. In fact, some of the people here resembled human beings, so she never really worried about it.

Buso snorted in distaste when he saw the Drifter's order, "Is he back _again_?"

"It's not _that_ bad, is it?" Leanne asked, "I mean, you hardly have to put any effort into making his food."

"I know that," Buso said, looking at her, "It's one of the reasons I don't like him. He makes me think that I don't need to put any effort into the other dishes I make."

"Buso, you put _all_ of your effort into _everything_." Leanne said, "I don't think one guy is going to change that at all."

"I s'pose yer right." He said, handing her the glass of water and the plate of carrots, "Still don't like the guy, tho'." Leanne took the plate from him.

"Well, I guess every man is entitled to his own opinion." She relented, walking away.

"Yer darn right I do!" Buso shouted behind her, Leanne chuckled slightly, knowing from his tone that he meant nothing cruel by his words. She walked over to where the Drifter was and put the plate down in front of him. Something caught her eye and she looked up and froze.

Just across the way, buying some supplies from a local vendor, was Lion-O, with Snarf by his side.

* * *

><p>Lion-O smiled at the vendor in thanks and handed him the money needed to pay for it. The vendor looked over the piece of money.<p>

"A Thunderian shilling, eh?" He said, looking over the coin, "I'm afraid we don't deal with _antiques_." He tossed the coin back to Lion-O, who caught it.

"Thunderian coins were once the most prized in the land." Lion-O said.

"And now they're relics of a fallen empire." The vendor replied.

"So what am I gonna do for money?" Lion-O asked, pocketing the coin.

"What everyone else here does," The vendor said, he pointed to something in the distance, "Sword competition." Lion-O looked to see a huge square pillar of stone with multiple scratches from different blades. He pulled out his sword and smirked at the vendor.

"Wanna bet they've never seen a sword like this?" He asked him. The vendor only shrugged in response.

Lion-O went over to the crowds, watching as different contestants came forward with their swords.

One young jackal came up, pulling out a sword that was as big as he was, "The Great Olakat, its blade forged in the lava pits of Mount Tiramabu. Witness its awesome power!" He said, then he slashed the stone, leaving a large crack in it. The crowd around the sword cheered for him as a man came up and measured the length of the cut by a tattoo on his arm, which looked suspiciously like a ruler. When he was done, he smiled and gestured to the jackal, saying they had a new leader in the competition.

"Nice, but nothing compares to_ my_ sword!" A pig said, coming up with a skinny, wavy blade, "The Gods _themselves_ fear its edge! Behold!" He ran at the stone and tried to slash it like the jackal before him. Instead of cutting through the stone, the sword shattered, not strong enough to break it. The crowd laughed at his defeat and he slumped his shoulders in disappointment, carrying his broken blade with him. Lion-O looked interestedly at the next person to come up, wielding a very unusual sword.

"The wind, the trees, the morning dew on a delicate orchid, they all tremble before my beauty of the Blade of Kurokai." He said, his sword was a strange one, a black blade that had a design that resembled something like a group of waves. When each 'wave' of the blade rose up, the edge was sharpest there, and the rest of it smoothed slightly onto the next 'wave'. He ran at the stone and slashed his sword through it, leaving a very deep cut. The man measured the cut and wrote its depth down in a small notebook.

"Is there no one else who will accept the challenge?" He asked, looking into the crowd. Lion-O stepped through the people and came forward.

"I accept." He said, walking up to the man. Whispers surrounded him as he went up to him, all of them curious about this new competitor whom none of them had seen before.

"Do you have anything to say?" The man asked Lion-O, wondering if he wanted to brag about his sword like the others had.

"Only to the other competitors." Lion-O said before he turned to the crowd and loudly declared, "You're all vying for second place!" The crowd laughed at his confidence, thinking he was sure to lose. Lion-O pulled out his sword, lengthening it and he walked towards the huge stone, unaware of the pair of silver eyes watching him among the crowd. He slashed at the stone, and then sheathed his sword. The crowd began to laugh again at his attempt, thinking he had done nothing to the boulder. The laughter began to die when they heard a cracking noise and saw one huge, long line going up the length of the boulder. Once it reached the top, the boulder split in two, and fell to the ground on either side. The crowd cheered loudly for Lion-O, knowing he had won. Leanne, not wanting to give Lion-O a chance to see her, ran from the crowd and went back to the restaurant.

Lion-O turned to the man in charge of the competition, "Where do I get my money?" The man smiled as he held up a bag of money to him, and Lion-O gladly took it.

* * *

><p>Fidon looked at Leanne oddly as she apologized to another customer for spilling the food on him. She sighed as she walked back to Buso, about to request that he make the dish again, but Fidon stopped her by putting his hand on her shoulder.<p>

"Why don't you take a break?" He asked, "You seem a bit out of it today, Leanne."

"Yeah, sorry…" Leanne murmured, looking away. Fidon looked at her curiously, then turned to where Buso was working.

"Buso, make table 5's order again." He said, he kept his hand on Leanne's shoulder as he directed her away from where Buso had begun cursing wildly in frustration. Fidon directed her up the stairs to the bedroom he had given her. She sat down on the bed, and he pulled up a chair from his son's desk and sat across from her. "Leanne, are you all right?"

"…Not really." Leanne answered truthfully, not wanting to lie to the man who had done so much for her in such a short time.

"Want to talk about it?" He asked, "Or, should I go get Mishka?" Leanne shook her head.

"No, it's not a girl problem." She said with a small smile, looking up at him. The smile disappeared as she began to think about what she had seen, "It's just… I saw someone in town today…"

"Who was it?" Fidon asked.

"It was the guy I had a fight with." Leanne said, "He was in town, and he competed in that boulder cutting competition."

"Is that a bad thing?" Fidon asked, Leanne reached up, tucking some of her dark hair behind her ear.

"Well… yes and no." Leanne said, "I'm glad to see him again, y'know, glad to see that he's doing okay… And I want to talk to him about what happened, but I'm not so sure he wants to see _me_. Does that make sense?" Fidon nodded.

"Yes, it does." He said, "You're worried that if you approach him, you two will start arguing again." Leanne nodded.

"I want to talk to him," Leanne said, "But he can't know that it's _me_ talking to him." Fidon put his hand to his chin in thought. His eyes lit up, and he smirked when an idea came to his mind.

"I think I know a way we can fix that." He said, Leanne looked at him curiously.

* * *

><p>Leanne turned around, looking at herself in the mirror. "Oh, wow…" Fidon had given her a makeover of sorts. Instead of her normal clothes, she was dressed in Fidon's son's clothes. She wore a loose, grey shirt and loose grey pants over a black, tight-fitting bodysuit that went to her wrists, ankles, and covered half of her neck. She wore a large, dark blue scarf around her neck and around her face and around her head, hiding everything but her eyes from view. "I don't even look like <em>me<em> anymore!"

"Exactly." Fidon said, "As far as everyone's concerned, you're my son, come home for a visit." Leanne moved the scarf from her face, smiling up at Fidon.

"Thank you so much." She said.

"And for authenticity's sake," Fidon pulled out one of the blades lying around the room, "Take a sword with you, but don't accept any challenges." Leanne nodded, taking the sword from him.

"Got it." She said, she moved the scarf up to cover her face, "Thank you, again, Fidon."

"Not a problem." Fidon replied, Leanne walked around him to head out, "Oh, and Leanne, one more thing." Leanne stopped at the doorway, looking back at Fidon, "My son has a nickname. He's known as the Silent Swordsman."

"Why do they call him that?" Leanne asked.

"Because he was born mute." Fidon said, Leanne's jaw dropped, even though Fidon couldn't see it past the scarf. He walked past her through the doorway, "Don't worry. I'm sure you'll find a way to talk to your friend."

"How am I supposed to do that if I can't _talk?_!" Leanne shouted down at him. Fidon didn't reply and Leanne groaned, hitting her head against the wall.

* * *

><p>Lion-O dropped some money into the hand of the vendor. "Now that should cover it." The vendor went over the money and nodded, saying it was enough.<p>

"An impressive victory." A voice said, Lion-O looked back to see a man with a long, thin, curling moustache and sharp red eyes. On his back was a holder for a large amount of swords if different kinds, along with two others at his waist, "Allow me to introduce myself, I am the Duelist. You, my friend, have something I desire."

"Sorry, Snarf's not for sale." Lion-O said with a grin. Snarf yowled and hid behind Lion-O's legs, trying to hide from the Duelist. He opened his eyes, however, when he smelled something familiar, and looked around, finding exactly what his nose had sniffed out, and ran towards the scarfed person as they walked through the crowds of town people. Neither Lion-O nor the Duelist saw Snarf run off, and they didn't see how the scarfed person knelt down and started petting Snarf, smiling beneath their scarf as they picked up the little creature, rubbing his belly as they cradled him.

"Your sword against my best blade, winner takes all." The Duelist proposed, pointing to the gauntlet that rested on Lion-O's waist.

"Not interested." Lion-O said, "I already proved I've got the best sword in town."

"Indeed," The Duelist said, "The Sword of Omens is legendary, even in these parts. But it's not your blade that needs to prove itself. It's you."

"I said no." Lion-O replied.

"A wise decision." The Duelist returned, "Perhaps if the last owner of that sword shared your cowardice, he'd still be alive." Lion-O growled low in his throat.

"You're on." He glared at the Duelist, "Might as well hand over your best sword right now."

"The town square. High noon." The Duelist said, then he walked away, Lion-O glaring at his back.

"You sure got guts." The vendor said, getting Lion-O's attention, "The Duelist is a legend in these parts. Those swords on his back? Trophies from all those who have fought him and lost. He is without conscience or morals, and he will not stop until his thirst is slaked. Now, he wants _your_ sword, and it _will_ be his."

"Whiskers…" Lion-O cursed under his breath, "Snarf, let's go." He looked around for his pet, but found he wasn't anywhere, "Snarf?" He heard a familiar mew and saw Snarf in the arms of a stranger who was tickling his belly. The person came over to Lion-O, their face hidden by a scarf that covered almost all of their head and most of their body above their shoulders, the only thing he could see on the man's face was his eyes.

"Ezio!" The vendor said happily when he saw him, "When did you get back in town? It's been ages!" The man only nodded in response, "How were things outside of the town?" The man nodded once, and the vendor smiled, "Glad to hear it." The man put Snarf down, but instead of him going over to Lion-O, like he expected the little creature to do, he stayed at the man's side by his feet, purring happily. The vendor got Lion-O's attention by lightly hitting his shoulder, "This is another one of our legends around here. The Silent Swordsman, Ezio." Lion-O looked the man up and down, seeing he was small of stature, and only carried one sword.

He looked back up at the man's oddly familiar, silvery eyes, and asked, "You can fight with a sword?" The man raised his hands, trying to speak with them, but he paused, unable to answer.

"He's decent enough." The vendor said.

"Maybe you can help me." Lion-O said to him, "Know anything about fighting the Duelist?" Before Leanne could try and come up with an excuse to say no and try to explain it without talking, the vendor spoke up.

"Of course he does." He said, "Ezio left town because he lost to the Duelist two years ago. He knows how he fights, he can help you out," He turned to Leanne, "Can't you, Ezio?" Leanne looked between the two of them, and shook her head. She had no previous knowledge of sword fighting, and definitely didn't know anything about the Duelist (Whoever _that_ was), and walked away. Snarf tried to follow her, but she waved him away, sending him back to Lion-O.

* * *

><p>Leanne sat against the wall of an old, unused blacksmith's forgery somewhere along the sharp wall of the town, her head in her hands as she tried to figure out what to do.<p>

_I can't be this Silent Swordsman forever._ She thought to herself, _Lion-O will find out eventually._ She lifted up her head, _I wonder what he'll say when he finds out… will he apologize? Or will he tell me to say sorry? Either way, I'll be happy. I just want to go back to the others._

She looked up to the sky as she remembered the argument they shared.

* * *

><p>Leanne smiled when she finished drawing one of the rune circles she had seen in her grandmother's notes in the dirt. Lion-O looked over her shoulder curiously and she looked up at him.<p>

"See? This is what I was talking about." She said, standing up from her crouching position, "Apparently, Alphonse Redoric wasn't the only person in my family to practice magic. My Nana was, too! And if she found a way to Thundera without the Jewel of Omens, then I bet you she found a way _out_ without it, and I can, too."

"So?" Lion-O asked, wondering where all of this was going. Leanne looked at him incredulously.

"Are you _serious_?" She asked him, "Lion-O, these circles are my way home!" Leanne pointed to the circle she had made in the ground, "I can find a way _back_ to my world. Do you know how big of a breakthrough this is?" She smiled at him as she looked down at the circle, "The only question now is how do I use these circles, and which one is the right one…?"

Lion-O shifted his weight from one foot to another in discomfort, "Is it really so bad here?" Leanne looked up at him.

"Huh?"

"Is Third Earth so terrible?" Lion-O asked, Leanne's eyes widened when she realized what he was asking.

"Lion-O, it's not that I don't like it here." Leanne said, "It's just… I want to go home."

"But why?" Lion-O asked.

Leanne looked at him incredulously, "Lion-O, it's my _home_. Can you _honestly_ tell me that, if it hadn't been destroyed, you would go back to Thundera _right_ now?"

"Well, there are things that—" Leanne cut him off.

"It's a simple question Lion-O. Yes or no?" She asked him. Lion-O sighed.

"Yes." He said.

"That's how it is for me." Leanne said, "I want to go back home, Lion-O. To my family, and to my friends. I mean, do you have any idea what it's like for a human to suddenly start walking around in a place where humans _aren't_ supposed to be? I don't belong here, Lion-O!"

"But the Jewel brought you here for a reason!" Lion-O pointed out.

"That was by total accident!" Leanne said, "If I had never bothered to go through the stuff in my attic, I never would have found it, and I never would have been brought here!"

"But you're here _now_!" Lion-O said, "Leanne, Jaga said that the Jewel of Omens would send you home once you finish whatever task you were supposed to do, and right now, that's helping us to beat Mumm-Ra! Are you trying to get out of this mission?"

"How do you know beating Mumm-Ra is what I'm supposed to do_?_!" Leanne snapped, getting aggravated, "What if I was supposed to stop that invasion from happening_?_! What if I was supposed to stop Thundera from being taken over and _destroyed?_! What if I can't go home now, _because all of that happened?_!"

"Then you accept it, and help us anyway!" Lion-O snapped, Leanne narrowed her eyes at him angrily.

"Lion-O, you're asking me to leave behind everything I know, everything I _love_," She began, "To risk my life to beat some mummified lizard who could kill me in an _instant?_!"

"To an extent, yes!" Lion-O said, Leanne gaped at him angrily.

"I can't _believe_ you!" She said, she started stomping off back to the camp, "You are such a _jerk_!"

* * *

><p>Leanne jumped up when she heard footsteps and saw Lion-O and Snarf coming over to where she was. Lion-O caught sight of her, but didn't really react to her. He just ignored her as he got out his sword, and started practicing his swings. Leanne watched him do so, leaning against the wall of the forgery, crossing her arms comfortably and putting all of her weight on one leg while she crossed the other one across the ankle she was putting her weight on. After a minute of straight practice, he looked over at where Leanne was watching him.<p>

"What?" He demanded, Leanne looked up at him curiously from behind her scarf, "Why are you staring at me like that?" Leanne, knowing she had to be mute, didn't say anything to him. "Am I doing something wrong? Is that why you're staring?" Leanne _had_ noticed his swings were a bit off than they were normally. So, she got up from where she had leaned against the wall, and walked over to where Lion-O was. She went to his side, and pulled out Ezio's sword and held it in front of her. She looked at Lion-O, silently telling him to do the same with his sword. Lion-O understood and took the same position she had. Once he did, Leanne sheathed Ezio's sword and looked Lion-O up and down, putting a hand over her covered chin, looking for where the off-ness in his swings was coming from. She went over to where his arms were, and moved his elbows so they would be tucked in towards him. Then, she kicked his legs so they would be a little closer together. She stepped back and made a waving gesture, telling him to start swinging again. Lion-O did so, and smiled, feeling a difference, "Oh, I see." He looked back at her, "Thanks for that Ezio." Leanne said nothing, only nodding once at him.

Lion-O began swinging again, and after a moment, Snarf let out a small, worried mewl.

"Run?" Lion-O asked him, "I'm no coward, Snarf." He went back to swinging, "Besides, someone needs to teach that guy a lesson." He held up his sword with a grin, "He may be tough, but nothing the Duelist has in his scabbard can beat the Sword of Omens."

"There's that ego kicking in again." A familiar voice said, Leanne and Lion-O looked up to see the Drifter snagged onto a blade on the wall again, "Mind helping me down?"

"Drifter…" Lion-O said, looking up at him, "I know what you're gonna tell me, I shouldn't have accepted his challenge."

"Why would I care _what_ you do?" The Drifter asked, "_You're_ the one who's going to _lose his sword_, not me."

"I can swing steel a lot better than you think." Lion-O said, holding up his sword and swinging it a couple times.

"You could've fooled me with those moves." The Drifter said, "Even _with_ your little friend helping you out." Leanne crossed her arms across her chest, lifting an eyebrow at the Drifter. The Drifter reached up and pulled the reed from the willow tree out of his mouth, "You couldn't even split this reed."

"You're crazy!" Lion-O said, "Did you see what this sword did to that boulder?"

The Drifter chuckled, "If I only had your spirit." He put the reed back in his mouth, "But the fight left me long ago. How about I give you three swings?"

"I'll do it in one." Lion-O said, holding up one finger on his gauntleted hand. He was about to climb up to get the Drifter down, but Leanne beat him to it. She picked up a staff and had it hook onto the back of the scarf that had him stuck up on the wall and put him down in front of Lion-O. He stood still as he waited for Lion-O to swing at him, and his eyes opened to see him charge at him with the sword. When he swung his blade, the Drifter jumped up and avoided the swing, floating around in the air like he normally did.

"That's one." He said when he landed, "Could've warned me first, but you're impatient, I can tell." Lion-O growled and charged at him again, the Drifter jumped up in the air and over Lion-O's head and behind his shoulder, "Two. There is such a thing as trying _too_ hard. That's why I prefer not trying at all." Lion-O tensed up at the sound of his voice and turned around swinging at him again, and again, and again, and again, until he had almost brought his sword down on Snarf who, if he hadn't jumped into Leanne's arms, would have been split in half. "Well, that was more than three, but I don't care." He smiled that same smile he always did, "I made my point."

"There was a point?" Lion-O asked, panting from all of his effort.

"Willows are weak," The Drifter said, his fingers just brushing the reed in his mouth, "Yet they bind other wood. Just some advice, take it or leave it." He reached up and put his fingers on the reed, but didn't pull it out, "A weakness can be turned into a strength. A lesson you won't understand until it's too late." He sighed, "You're just like _he_ was."

"The Duelist?" Lion-O asked.

"No, the original owner of the sword the Duelist now uses. The Sword of Hatanzou." The Drifter began, "Forged by a man who some called the greatest sword maker of all time." Leanne couldn't help but notice how the Drifter's eyes seemed distant, as if he was reminiscing, "The sword maker lived a lonely life, devoted only to one thing: his craft. But this particular blade was more than a sword, it was a work of art. His most prized possession, and proudest achievement. The Sword of Hatanzou. Like you, he felt a sense of oneness with the weapon. With it, he was unstoppable. He _thought_." The Drifter leaned back against a nearby fence, making himself comfortable. "Word spread of the legendary blade, one day, the Duelist appeared, and challenged the sword maker to a fight. The sword maker accepted the challenge. In his hubris*, the sword maker believed the strength of his sword would overcome his weakness as a warrior. He was mistaken, and it cost him the one thing he valued most. To know that his work of art, his _masterpiece_, would be in the hands of a villain like the Duelist _crushed_ him. He never made another sword, while the Duelist went on to become the greatest swordsman to ever walk the land."

"Whatever became of the sword maker?" Lion-O asked.

"Who knows?" The Drifter said with a shrug, "Some say he just _drifts_ around, blowing wherever the wind takes him. A shell of the man he once was." Leanne's eyes widened when she realized who the Drifter was talking about.

"You…" Lion-O said, coming to the same realization, "I'm fighting against a sword _you_ forged!" He furrowed his eyebrows, both in anger at the Duelist from the story, and in frustration of not knowing how to improve his fighting against the blade. "I need your help. How can I beat the Sword of Hatanzou?" Leanne was incredibly surprised when she saw the usual smile the Drifter wore was now gone, as if it had never been on his face at all. When his silence only made Lion-O angrier, he demanded, "_How can I beat it?_!"

"You can't." The Drifter said firmly, "Understand?" He pushed himself up from the fence, "Nobody can…" Leanne looked after him sadly. It was the first time she had ever heard anything about the Drifter's past, and to think that he had such a story following him… She could only imagine the weight he felt on his shoulders when, if ever, he saw the Duelist battle another man with _his_ sword. Lion-O sighed, he looked up at a nearby clock, which said he had another hour before his match with the Duelist.

"I guess… the only thing I can do," Lion-O said, turning to Leanne and Snarf, who she still held in her arms, "Is practice, and hope I can beat him." Leanne shrugged, not able to give him a valid answer. "You fought the Duelist right?" Leanne jumped at the sudden question, "How does he fight? What's his technique?" Leanne turned her eyes away from him worriedly, unable to answer while in her disguise. She didn't want Lion-O to tell someone Fidon's mute son talked and rouse suspicion. "Well?" She glanced up at him, then back at the ground, "Aren't you going to answer me?" Snarf let out a small mew, looking up at Leanne, wondering why she didn't speak. He suddenly jumped out of his arms when Lion-O stomped up to her, and she trailed back in surprise at his sudden anger, "Say something!" Leanne shook her head, "Oh, so you won't tell me?" Leanne shook her head vigorously, waving her hands. Lion-O looked at her oddly, "You _will_ tell me?" Leanne stopped shaking her head, but shook it slowly again, her eyes downcast. She would tell Lion-O if she could but she didn't know anything about how the Duelist fought. Lion-O looked at both of her silvery eyes, once again reminded of how familiar they looked, then stepped back, his mouth slightly agape. "You… You can't speak, can you?" Leanne nodded, looking up at him. "Sorry, I didn't know." Leanne waved him off, silently telling him it was okay. Lion-O nodded and went back to practicing. Leanne sat herself down on the ground, watching him.

"You know," He began after a moment of practicing, "You look a lot like someone I know." Leanne froze up, thinking she had been caught, but was surprised when Lion-O chuckled bitterly, "But she's not you." He looked over at her, "You have the same eyes, did you know that?" Leanne didn't say anything, as he kept swinging his sword, "But she wouldn't be here… After what happened, she would be long gone from this town."

_Not really…_ Leanne thought, remembering the two week walk from one town to the next. Lion-O stopped swinging his sword, his eyes focused on the ground, a bitter smile on his face.

"We had this really big fight a few days ago…" He said, "She got really angry at me, and looking back, I can see why." He walked over and sat next to Leanne, "She said I was being selfish and stubborn, and she was right." He looked over at her, "She wanted to go back home, to everything she knew and loved, and I said she couldn't. And… do you want to know why I said that?" Leanne didn't respond, waiting to see if he wanted an answer, or if he would just tell her. Lion-O, showing a shy side of him she hadn't seen before, looked down at his hands in his lap, "I didn't want her to leave… not so quickly, anyway. I accept the fact that she has to go back home one day, but… for right now… I just want her _here_. With me." Leanne blushed a deep red underneath the scarf, "Is that so wrong?" Leanne turned her attention to her own hands in her lap, shaking her head. Lion-O nodded once, looking in front of him. "If I ever find her again, I'll do whatever I can to get her to come back." Leanne's blush deepened, amazed at how much Lion-O cared about her. They sat together in silence for a moment, neither of them saying anything to the other, Lion-O, because he had nothing else to say, and Leanne, because she was too embarrassed to say anything.

After that silent moment, Lion-O stood back up, putting his sword in its sheath, "I should get going. It's almost noon." He smiled at Leanne, "Thanks for listening, Ezio. I feel like I got a lot off my chest." Leanne nodded and Lion-O walked off, Snarf following him. After a moment, Leanne did the same and got up, following Lion-O to the town square, where the Duelist waited.

Just as Lion-O approached the Duelist, a loud whistle went off from a nearby factory, announcing that it was noon. The Duelist looked up at Lion-O with his sharp, red eyes.

"Punctual," He said with a smirk, "I like that." Lion-O pulled out his sword and held it at the ready. Leanne climbed up some stairs to watch the fight from above, and was surprised to see the Drifter was already there. He nodded once in greeting to her, and she nodded back. "Whenever you're ready."

"Whenever you are." Lion-O responded.

"Fine. Draw." The Duelist said, Lion-O ran at the Duelist, and he avoided the strike by jumping into the air. Leanne glared at the Duelist when she saw him draw two swords and bring them down on Lion-O, who quickly rolled out of the way. The Drifter saw how she gripped onto the railing of the building in her anger towards him.

"What is it about this cat that's got you so worked up, Missy?" The Drifter asked, Leanne froze, her eyes wide. She turned to the Drifter, who looked as though he still expected an answer.

"How did you know it was me?" She asked quietly.

"I've met the Silent Swordsman," The Drifter said, "He's slightly taller than you, and he uses much more hand gestures than nods of the head." Leanne sighed.

"Figures there'd be some flaw." She muttered.

"Hey, not many people notice that kind of stuff." The Drifter said, "You're fine." Leanne didn't meet his eyes, "Again, I'm curious, what is it that's got you so concerned over some cat?"

"Lion-O isn't _some cat_." Leanne said, looking back at him, "He's the Lord of the ThunderCats, and a dear friend of mine." She blushed slightly and looked away, remembering what Lion-O had said earlier, "A… _very_ dear friend." They heard the sound of metal clanging and looked to see the Duelist had backed Lion-O up into a wall. With a swing of his sword, the Duelist sent the Sword of Omens into the ceiling of the building, and held his other blade to his throat. Lion-O didn't move, knowing he had been beaten. The Duelist reached up and took the sword from the ceiling, and as he walked away with it, he slid the sword into his scabbard. Lion-O collapsed to the ground, watching as the Duelist walked away. Leanne instantly ran down the stairs and to Lion-O's side, helping him to stand.

Once he was up, Lion-O slumped his shoulders sadly. Leanne tried to comfort him by offering him her own sword (Even though it technically wasn't hers to offer), but Lion-O turned it down and walked away, Snarf just behind him, mewing worriedly. Leanne followed him as well, wanting to comfort him after his defeat. She glanced back at the building, and saw that the Drifter had disappeared. Not caring enough to think on it, Leanne followed after Lion-O into the town.

* * *

><p>Lion-O sat down on the stairs of Fidon's restaurant. When he and Mishka saw Leanne, she acknowledged them both with a nod and a wave hello, and they nodded back. Lion-O sat down, his arms resting on his knees. If he hadn't been so depressed, Leanne would have thought that his drooping ears were quite cute.<p>

"What have I done?" Lion-O asked, putting his head in his hands and gripping at his red hair, "Without the Sword of Omens, our mission is doomed." Leanne patted his shoulder comfortingly, and was startled when he suddenly stood up, a determined fire in his eyes, "I've got to win it back!" Leanne stood up only a second after him, trying to reason with him without talking to him, but she quickly made hand gestures that, unfortunately, only made sense to her.

What she tried to tell Lion-O was _"But you don't have a sword! Not to mention you already lost to this guy! Can't we just steal it back or something? That would be a lot easier, and a lot less painful."_ Lion-O only looked at her strangely, and when she realized he didn't understand, she let out a long sigh and dropped her hands and slumping her shoulders as if to say, _"Forget it."_

"Can you believe it?" A familiar voice said, they both turned to see Drifter had gotten snagged onto a wooden fence, "Stuck again." He looked over at them, "Could you help me down? Or, maybe you should just leave me up here. Either way, I don't care." Lion-O went over to him and pulled him off the fence, putting him on a pile of wood near it. The Drifter laid on it comfortably, his eyes closed as Lion-O stood over him, Leanne coming up to his side.

"I need you to make me a sword." Lion-O said.

"So, my warnings were just a breeze blowing through your ears?" The Drifter asked him, "I didn't think you'd listen, but if you expect me to help, you haven't been_ paying attention_."

"We both lost something precious." Lion-O said, "But we can get it back!" The Drifter opened one eye to look at Lion-O, then sighed, shutting his eye.

"Sounds like too much work." He said.

"Fine." Lion-O said, "Then I'll do it myself." Leanne looked at him in surprise as he walked away. She looked between him and the Drifter, who looked at her curiously.

"Not going to go after your dear friend?" He asked her, Leanne gave him a look. She glanced around to make sure no one nearby was listening, then leaned in.

"Lion-O doesn't know anything about sword making!" She hissed to him, "He's going to hurt himself if he tries to make a sword to get his back from the Duelist."

"Why should I care what happens to either of you?" The Drifter said, "I don't even know your name, Missy." Leanne huffed in frustration and stood back up, "You should probably go after him, make sure he doesn't burn himself on the sword oven, or crush one of his fingers with a mallet."

"I will." Leanne said, she walked away from the Drifter and followed Lion-O to wherever he was going.

* * *

><p>She found him in the forgery he had been practicing by earlier. He had already heated up some metal, and was pounding away at it with a mallet. He didn't seem to acknowledge her presence until she came up and touched his shoulder. "Oh, Ezio, good." He gestured to the oven he was using, "Can you make sure the fire stays burning? I don't want it to go out." Leanne, although hesitant, did as he asked and shoveled some coals into the pit of the fireplace. After a few minutes of working, the door to the place was opened up by the Drifter who saw what Lion-O was doing, and started chuckling amusedly.<p>

"What do you think you're doing?" He asked him.

"You may be content to flop around, feeling sorry for yourself, but I'm not!" Lion-O said, still pounding away at the heated metal, "I'll make one hundred more swords if I have to! I'm going to defeat him!"

"Not that I care," The Drifter began, "But you're doing it all wrong, you need to—"

"Thanks, but I can handle it." Lion-O interrupted. The grin on the Drifter's face grew as he watched Lion-O still try to make a sword.

"You don't give up easily, do you?" He asked, he walked in and grabbed one of the tools, then came over to where he was working, "Here, let me show you." He clamped the tool down on the unheated metal, and began explaining how it was important that the metal didn't move when you were forging it. Only a second later was he escorting Lion-O, Leanne, and Snarf out and shut the door behind them so he could work privately. Lion-O and Leanne shared a glance, both of them silently questioning the other. Leanne only shrugged, unsure of what to say. Lion-O didn't respond to her either.

* * *

><p>A half hour later, Lion-O was pacing impatiently outside the forgery. He opened the door and looked inside to see the Drifter was still working.<p>

"Done yet?" He asked, the Drifter paused in his work to look over his shoulder at him.

"No." He replied, Lion-O shut the door, letting him continue to work. He sighed and looked over at Leanne, who looked back at him from where she was sitting, leaning against another abandoned building as she waited for the Drifter to be finished. He came over to her and motioned for her to scoot over and give him some space to sit down.

"So…" Lion-O began awkwardly, looking over at her, "Do you want to play a game, Ezio?" She raised an eyebrow at him, "It's a game a friend of mine taught me a while ago. It's called 'Icebreaker'. It's just a game where I ask you questions and you ask me one in return." Leanne nodded, wanting to do something to pass the time. "Alright, since I can speak, I'll start." Leanne didn't protest to it as he got more comfortable. "How old are you?" Leanne looked around her, picked up a stick, and wrote 17 in the ground. "Oh, so am I." Lion-O looked back up at her, "What do you want to ask me?" Leanne shook her head and gestured with her hand for him to go again, "Oh… Um, where are you from?" Leanne pointed to the ground beneath them, "Oh, right. You're from this town. I had forgotten." Leanne nodded, she poked Lion-O's shoulder. Lion-O rubbed the spot she had poked and looked at her questioningly. She made another gesture with her hand, telling him she wanted to know where he was from, even though she already knew, "I'm from Thundera." He puffed out his chest, "I am the Lord of the ThunderCats." Leanne put her hand over her scarfed mouth to keep from laughing at how ridiculous he looked from his pride. Her laughter came out as little, repeating hisses, and Lion-O's chest deflated. "What? I _am_!" His whining tone only made Leanne laugh a little harder, holding her stomach to keep from guffawing. Lion-O pouted childishly, and he fought the urge to cross his arms over his chest. No need to _actually_ look like a child in front of Ezio.

* * *

><p>After another half hour later, Lion-O got up from where he had been trying to nap and went over to the forgery, opening the door to see the Drifter was still working.<p>

"How about now?" He asked.

"No!" The Drifter said, Lion-O closed the door and walked back over to Leanne, shoulders slumped and lip pouting. He heard Leanne snicker at his appearance and he shoved her lightly as he sat back down beside her.

"Oh, shut up." He said. Leanne leaned back against the wall, closing her eyes to try and nap like Snarf was already doing. Lion-O followed her example and leaned back, closing his eyes.

* * *

><p>After another hour, Lion-O walked up to the door, but didn't open it. "How much longer?" He asked through the door, "Is it ready?"<p>

"_No!_" The Drifter snapped, opening the door, then slamming it shut. Lion-O sighed, he stole a glance back at where Ezio and Snarf were napping, then sat down by the door of the forgery, still waiting.

* * *

><p>Finally, after another hour, the doors to the forgery opened and the Drifter looked over at Lion-O, "It is done. That is, if you still want it." Lion-O immediately jumped up and went in to see what the sword looked like. He picked it up and marveled over it. The blade, while thin, had enough sharpness in it to slice through anything as easily as it would a stick of butter.<p>

"It's perfect." He said, he swung the sword a few times, getting used to its light weight, "He doesn't stand a chance." He rested the blade on his shoulder and walked out of the forgery, Leanne and Snarf following behind him.

"Lion-O," The Drifter called out, getting his attention, "A strong sword doesn't make you strong. Remember, willows are weak, and yet—"

"They bind other wood." Lion-O finished, "Yeah, I know, I know." He waved to him as he walked away, heading to Fidon's restaurant to find the Duelist.

* * *

><p>It wasn't hard to spot him. He was showing off his aim and agility with a blade by cutting up lemon slices and having them shoot out into his, and a couple other customers' tea. As he shot out another one, Lion-O used his sword to cut it into four pieces. The Duelist looked up at him and Lion-O held out the blade to his face.<p>

"You might recognize the craftsmanship." He said, the Duelist glanced over the sword.

"Impossible. It's a fake." The Duelist said confidently, "He hasn't made a sword in years."

"I came out of retirement." The Drifter said, coming through the doors of the restaurant and grinning at the Duelist, "I didn't have much else to do today, anyway." The Duelist glared at him.

"I challenge you to a rematch." Lion-O said, "But this time, for _all_ your swords."

"That's quite a request from someone who only has a single sword to offer in return." The Duelist said, "In addition to your blade, you must also put up your life." Leanne took in a sharp breath through her nose. She was about to blow her cover as the Silent Swordsman and tell Lion-O to back off, but he spoke before she had a chance.

"Deal." Leanne sighed, putting her head in her hand.

_Lion-O, you can be a real idiot sometimes. _

* * *

><p>Lion-O and the Duelist met in the town square again, and this time, it looked like every warrior in the town had come to see the fight. The Duelist challenging someone was nothing new, but someone challenging <em>the Duelist<em> was something worth seeing. Leanne and the Drifter watched among the crowd, waiting to see what would happen.

Lion-O and the Duelist charged at each other, their blades meeting with a loud clang. The Duelist began swiping at Lion-O, who expertly blocked each of his strikes with his sword, stepping back a bit with each strike. The Duelist gave a particularly hard blow that almost knocked the sword out of Lion-O's hands, but he kept a firm grip on the blade's hilt. The Duelist brought up his sword to try and cut Lion-O, but he avoided the strike by leaning back. His lean caused him to fall back on the ground and the Duelist tried to stab him from above, Lion-O rolled out of the way and quickly got back on his feet and ran at the Duelist again. The crowd watched, mesmerized by the flurry of sword fighting, and cheering loudly for Lion-O. Lion-O ran at the Duelist again, their blades connected for a moment, then they both jumped back, panting from all the effort they had been putting into their battle.

"You can't beat me." The Duelist said with a smirk.

"Then why do you look so scared?" Lion-O asked mirroring his smirk. The Duelist scowled and held out both his swords, jabbing them both in multiple directions at a speed that was too fast for Leanne's eyes to calculate exactly. Lion-O charged at him and their blades connected again, the Duelist's two swords making an X and Lion-O's swords meeting his in the middle. Their blades quivered with the strength they were putting into them, and suddenly, Lion-O's sword _broke_, the top half of it coming off and falling to the ground. Lion-O backed away from the Duelist, who grinned maliciously.

"The sword is lost, and victory is still mine." He said, stepping towards Lion-O, who kept backing away. Leanne was about to go and help him, but the Drifter stopped her by holding out his hand.

"Willows are weak, Lion-O!" He shouted, Lion-O's eyes flashed when he understood what the Drifter was telling him. The Duelist's sword came at Lion-O, and he dodged the strike. The Duelist growled and tried to strike him again, but Lion-O calmly avoided each one. When once was about to come too close for comfort, Lion-O jumped up into the air and over the Duelist.

"I understand now." He said from behind him. The Duelist tensed and looked back at Lion-O, he jabbed his sword at him in all different directions and Leanne watched in amazement as he avoided every blow with ease. "Power alone is rigid." He bent back to avoid another blow, "But if you can bend with the wind," He got up and the Duelist swiped at him again, "You'll never break!" Lion-O used his broken sword to knock the Sword of Hatanzou from the Duelist's hand. When he looked back at where the sword landed in shock, Lion-O knocked the other blade from his grasp, and then cut the scabbard from his back. The Duelist looked at Lion-O, who held the broken sword to his face, and he knelt down, acknowledging his defeat.

The crowd was silent for a moment, then erupted into deafening cheers. The Duelist had finally met defeat, and all of his swords were lost. Lion-O looked over at where Leanne was applauding Lion-O, standing next to the Drifter, who smiled at him.

"You knew that sword would break." Lion-O said, coming over to him.

"It took _years_ to make the Sword of Hatanzou," The Drifter said with a grin, "I made that piece of junk in an _afternoon_!" He poked the middle of Lion-O's chest, "You already had what you needed to win in _here_." Lion-O smiled at him. As he and the Drifter spoke, neither of them noticed the Duelist was standing up, and he had pulled out a knife from his pocket. Leanne saw it, and when he started running towards Lion-O with it, she pushed the cat out of the way, taking her scarf from around her head and using it to catch the knife before it went through Lion-O's body. With an impressive flurry, she wrapped the scarf around the blade, spun around, and pulled the knife from his hands and having it fall to the ground just before she dropped the scarf over the Duelist's head.

"You've had your last battle." She said with a grin, "Now get out of here!" The crowd laughed at the display, and in his humiliation, the Duelist got up and ran from the crowd, who jeered at him as he left. Leanne smiled to herself, putting her hands on her hips in something like a victory pose. With his pride so damaged, she figured, he would never have the guts to be a sword collecting duelist again. Lion-O looked at the back of the person who was revealed behind the scarf, still unable to see their face.

"Ezio…?" He questioned quietly. Leanne inwardly sighed, knowing there was no way out of this, and she turned around to face him.

"Actually, it's Leanne." She said, smiling at him. Lion-O's eyes widened at the sight of her, and he stood still. Leanne giggled at the look on his face and walked up to him, "I know it's weird that I'm here right now, but—" She was cut off when Lion-O embraced her tightly, one hand around her waist, the other behind her head. Confusedly, she reached up and wrapped her arms around his waist, returning the hug. "I'm sorry about before. I didn't mean it… Well, I _did_ mean some of it, I'll admit that, but not _all_ of it."

"I'm sorry, too." Lion-O said, still holding her close, "You were right, I _was_ being stubborn, _and_ a jerk." He pulled back, his hands on her shoulders, "If you want to go home, I won't stop you. Just promise me you'll wait a little bit before you go?" Leanne laughed a little.

"What? Did you think the second our mission was over, I'd be gone?" She joked, she patted Lion-O's cheek, "I'm not going anywhere for a while." She stepped back, and Lion-O released her shoulders from his hands.

"Why didn't you tell me you were Ezio?" He asked her, Leanne shrugged, looking down at the ground.

"Well… I thought that, if you saw me again, you'd get mad at me." She said, sounding a little like a child and looking a little bit like one as she clasped her hands together behind her back and kept her gaze on the ground embarrassedly. Lion-O smiled softly at her.

"I wasn't going to get mad." He said, "I was going to apologize." She looked up at him.

"Yeah, I know that _now_." She said, she grinned slyly at him, "And a few _other_ things as well…" Lion-O looked at her confusedly, then his eyes widened when he realized everything he had said to 'Ezio'. He had told 'him' some things that he never expected Leanne to hear in their icebreaker game.

"If you say anything to the others, so help me…" Lion-O threatened, Leanne laughed.

"Relax, I'm not gonna say anything." She assured, Lion-O sighed in relief, "I'll just hang it over your head to get what I want from now on." Lion-O's relief quickly turned to nervousness.

"You better _not_!" He said, Leanne giggled, sticking her tongue out at him playfully.

"Who's gonna stop me?" She teased. Lion-O grinned playfully and started swiping at her. Leanne squealed and avoided his grasp as he started to chase her around like a child chasing after another one in a game of tag. The Drifter watched the two of them with an amused smile, thinking what a good pair the two of them made as Lion-O caught Leanne and began to give her a noogie, letting her go when she voiced her protests against it.

* * *

><p>Leanne, now dressed back in her normal attire, stood beside Lion-O, holding half of the supplies he had bought. Before them stood the Drifter, who carried the scabbard of swords on his back.<p>

"Thank you," Lion-O said, "For everything."

"No, thank you." The Drifter said, smiling a genuine, happy smile that Leanne had never seen on him before, "I haven't felt this alive in years. I finally have a purpose again." He turned to show them the scabbard on his back, "Returning these swords to their rightful owners." Lion-O smiled at him, as did Leanne.

"Best of luck, Drifter." She said. He nodded at her.

"Best of luck to you, too, Missy." He said, he waved at the two of them as he began to walk westward, just as the sun was beginning to set. Leanne and Lion-O waved at his back for a little while, and then they started down the path that would lead them back to camp, carrying the supplies.

"So, is everything still okay back with the others?" Leanne asked Lion-O as they walked, her carrying the smaller amount of supplies, while Lion-O carried the larger half.

"Not exactly." Lion-O said with a wry smile, "Everyone's really mad at me for chasing you away, so they've been on my back about it ever since you left. Even Tygra."

"_Tygra_?" Leanne asked with a surprised smile, "Nuh-uh." Lion-O nodded, Leanne's eyebrows rose to her hairline, "_Wow_. And here I thought he didn't care." Lion-O chuckled.

"I think he just misses fighting with you." He said, Leanne laughed.

"Yeah, probably." She laughed. The two of them kept laughing for a minute, then they stopped. They kept walking in silence, but it wasn't in any way awkward. In fact, it was quite comfortable for the both of them. Leanne glanced up at Lion-O, who was smiling contentedly, "Hey, Lion-O?"

"Hmm?" Lion-O turned to her, and was surprised when Leanne leaned up and kissed his cheek.

"Thanks." She said, she shrugged, "For… y'know… everything." Leanne continued walking down the path, while Lion-O remained still, stunned by the sudden show of affection. He reached up and touched the spot she had kissed. Leanne looked back at him, Snarf just behind her, and laughed, "Are you coming or aren't you?" Lion-O jumped and quickly went after her.

"Yeah, yeah, I'm coming!" He said, quickly coming up by her side with a smile. She smiled back at him, then they turned their gaze to the road in front of them. Lion-O could still remember the warmth of her lips touching his skin. The moment, though fleeting, would stay in his memory for years to come.

* * *

><p>Leanne walked behind Lion-O as they came closer to camp, thinking it would be interesting for everyone to see her after they had spoken to Lion-O.<p>

Panthro looked up from his tank when he saw him approaching and said, "What, in the name of Thundera, took you so blasted long?"

"I was… um…" Lion-O wasn't really sure how to explain his whole adventure to the others.

"Off enjoying the breeze while we do all the hard work!" Tygra growled at him. Lion-O shrugged with a smile.

"Something like that." He said. Panthro looked over the supplies Lion-O had brought in, and scowled when he noticed something was missing.

"I thought I told you we needed more steel to fix that hole in the bottom of the tank floor!" He said. Leanne came out from behind Lion-O, holding up the container for the steel.

"Don't worry, Panthro, I got it." She said. Everyone was stunned by her sudden appearance, jaws agape. Leanne smiled at them, and it only took a second for them to react.

The Wilykittens were first, running over to her and shouting, "LEANNE!" happily. Leanne laughed and put the supplies down before she held out her arms, and was tackled to the ground by the twins' hug. She laughed as they cuddled up to her.

"We missed you!" WilyKit said, holding tightly to her waist as they sat up.

"Where did you go?" WilyKat asked. Leanne reached up and ruffled his hair.

"Just to a little town." She said, "Nowhere special." She looked up when a hand was offered to her, and saw Cheetara and Panthro smiling at her. She took Cheetara's hand and stood up.

"Glad to have you back." Cheetara said.

"Glad to _be_ back." Leanne replied. She let out a squeal as Panthro reached out and mussed her hair with his big hand.

"You had us worried, kid." He said, with a smile. Leanne swatted his hand away with a smile of her own. She looked over at Tygra as he came up to her.

"I heard you _missed me_." She said in a teasing voice.

Tygra snorted, "_Please_, it was much quieter without you here." Cheetara smacked his shoulder with a scowl. Leanne only laughed.

"You're a bad liar." She teased, and she began to sing out, "I know you _missed me_. _You missed me~_!"

"Did not." Tygra said.

"You really are a bad liar." Panthro said, Tygra gaped at him, "You've been in a bad mood ever since she left."

"_Panthro!_" Tygra growled embarrassedly.

"Ah-ha! I knew it!" Leanne said, pointing at him. Tygra scowled and pushed her hand away. Everyone laughed as he stormed off to get back to work on the tank. Once the laughter had died, Leanne sighed contentedly, "It's good to be home."

* * *

><p><strong>*I sort of got this line from Much Ado About Nothing by Shakespeare, it's a good little story. If you see the movie, it's got an all-star cast in it.<strong>

****This is a term they use in tragedy plays. It means a sort of foolish pride that makes you think "These rules don't apply to me, I can do what I want." Just for those of you who didn't know.**

**Thanks for reading!**


	12. Berbils

12

Panthro pounded his hammer against the metal hull of the Thunder Tank as he tried to fix it. It had broken down again, and they had to stop so he could try and make repairs, which was exceedingly difficult in the rain.

"The problem with a tank this old is it keeps breaking down." Panthro muttered to himself as he unscrewed one of the bolts on the engine. "Junk cylinder… blew the whole drive train." When he finished, he wiped away some sweat that had formed on his forehead, "Let's see how this works." He reached in and started up the engine. It hummed as it powered up, but something went wrong, and something popped. Smoke came out from the engine, and Panthro sighed. He was surprised when the tank door opened and even more smoke billowed out as everyone dashed out of the tank, coughing and trying to breathe in some fresh air.

"I guess we're sleeping outside tonight." Cheetara coughed out.

Leanne sat next to Lion-O, both of them were unable to sleep because it was still raining and they were both very cold, even though the fire in front of them was still going. Leanne glanced over at Panthro, who was still working away on the tank. WilyKit was playing a tune on her instrument that reminded Leanne of a flute. WilyKat and Snarf were next to her. The area was filled with gigantic mushrooms, and they were using them as something to try and shield them from the rain, but it wasn't working too well. Cheetara and Tygra had already gone to sleep, leaning against each other, their sleeping bodies seeking warmth from the other. Lion-O shifted, trying to get comfortable.

"Things are looking up." He muttered sarcastically, "No transportation, nothing to eat, and no shelter." He looked up at the sky, "If the rain stopped, it might be bearable." Leanne frowned at his misery. She scooted closer to him so she was leaning against him. Lion-O gave her a questioning look at the sudden closeness.

"We can keep each other warm." Leanne said, looking up at him. Lion-O nodded and put his arm around her shoulders, pulling her closer to him. Leanne snuggled into him with a smile, resting her head on his chest. Lion-O rested his head on top of hers and shut his eyes, both of them ready to sleep.

As they slept, they never noticed the strange creatures that were appearing around them, their shadows cast over their sleeping bodies as they moved around.

* * *

><p>That morning, Lion-O was one of the last ones to wake up. The first thing he noticed was that Leanne was still asleep against him, with his arm still around her shoulders. He smiled as he looked down at her sleeping face, and was tempted to return to sleep just so he could still have her with him, but then he noticed something else. There was no rain falling on him. He gently nudged Leanne awake and she did so with a small groan, not wanting to leave Lion-O's side, but pulled away and stretched her arms out before she realized the same thing.<p>

"Rain finally stop?" Lion-O asked the others.

"No," Tygra said, "But Panthro must've built a shelter while we were asleep." He pointed up above them and they saw a huge tent above them, blocking the rain from where they were.

"It wasn't me." Panthro said from where he was working on the tank, "Figured it was one of you." The group shared glances, then turned their attention to Cheetara, who jumped at their stares.

"Don't look at me." She said, putting up her hands, "I didn't do it." They looked to Leanne, who was surprised that they thought she had done it.

"I was asleep the whole time." She said, "I had nothing to do with that." They looked up when WilyKat and WilyKit came down from where they had been sleeping above.

"We're _starving_!" WilyKit said with a whine.

"Yeah, what's there to eat?" WilyKat said as he went over to one of the bags that carried all of their food. He reached inside, and frowned when he found nothing. He turned the bag upside down and dumped out whatever dust was left inside with a sad whine.

"We're gonna have to do something about our food situation." Lion-O said. Leanne looked around them, and her eyes widened when she saw something not too far away.

"It looks like someone already has." She said, she pointed to the baskets of fruit. WilyKat and WilyKit ran towards the baskets, chowing down on the food. Panthro went over to one of the baskets and picked up one of the fruits, taking a bite out of it.

"Mm… Candy fruit!" He said with a smile.

"What's candy fruit?" Leanne asked, coming over to the baskets. Panthro handed one to her.

"I used to eat these all the time when I was a kid." Panthro said, "They were my favorite." Leanne looked over the fruit, then bit into it. She hummed happily and smiled.

"I can see why." She said, wiping away the little bit of candy fruit juice that was leaking out of her mouth when she spoke, "This tastes great!"

"Uh, take it easy!" Tygra said to WilyKat and WilyKit when he saw how fiercely they were going at the candy fruit, "We don't need you anymore hyper than you already are." Leanne giggled at their enthusiasm for the fruit.

"Seems like we have someone helping us out." Cheetara said, looking around them.

"Question is, who?" Lion-O asked. He went over to Leanne's side and picked up a candy fruit for himself and took a big bite out of it.

"This tastes familiar…" Leanne said as she kept eating.

"Oh yeah?" Lion-O asked, Leanne nodded.

"It's like…" She couldn't find the right word, "Oh, what is it? It's not like taffy, but… I know I've tasted something like this before… a tootsie pop, maybe?"

"Is that food from your world?" Cheetara asked as she came up beside her. Leanne nodded.

"Yeah, it's just candy." She said, she snapped her fingers as she came to a realization, "I got it! Jawbreakers!"

"Excuse me?" Tygra asked with a quirked eyebrow.

"This tastes like a jawbreaker!" Leanne said, "Except I can bite down on it, and not worry about a trip to the dentist." She bit into the fruit again.

"I take it you like jawbreakers." Lion-O said, "What are those, anyway?"

"They're just a candy you have to suck on to make them last longer." Leanne said, "You can't bite them because they're really hard. They were one of my favorite things to get at the candy store when I was a little kid." She smiled and swallowed the piece she had been chewing on.

"How are we supposed to find out who got this stuff?" Tygra asked. Cheetara put her hand to her chin in thought for a moment.

"I have an idea." She said, turning to the others.

* * *

><p>Everyone went and hid behind some of the strange, giant, mushrooms, waiting for the person who helped them to arrive. They were surprised when little balls of fur started rolling around their campsite and going to the tank. They unrolled to reveal they were little, metal bears. Once they reached the tank, they started opening up different compartments for some of its mechanical workings.<p>

"What are they doing?" Lion-O asked as they opened up the engine compartment.

"I'll tell you what." Panthro growled angrily, "They're messing with my baby!" He jumped out of the hiding spot.

"Panthro, wait!" Leanne hissed, trying to get him to come back.

"What are you furry freaks doing to my tank_?_!" Panthro demanded as he ran towards the creatures. When they saw him coming, they turned into little balls and started rolling away, but Panthro managed to snag one before he could escape, "Gotcha!"

"Put me down." The creature said in a metallic voice as it squirmed, "Put me down."

"What is that?" Cheetara asked as she and the others came over to it.

"Ro-Bear-Bill a Ro-Bear-Berbil." The small bear said as Panthro put him down.

"Did he say gerbil?" Tygra asked, not understanding the way he spoke.

"Berbil." The bear repeated.

"Derbil?" Panthro asked.

"Berbil." The bear repeated.

"Herbal… derbilly… berbil-urble." Lion-O said unsurely.

"I think he said 'Berbil'." Leanne said, looking at the others.

"Yes. Berbil." The small bear said, pointing at Leanne.

"Nice to meet you Ro-Bear-Bill." WilyKit said in a very fast-talking voice, since she was still on a rush from the candy fruit, as was WilyKat, "I'm WilyKit, and this is WilyKat, and we're ThunderCats! Except for Leanne, she's a human." She started chowing down on the candy fruit again.

"Thunder… Cats?" Ro-Bear-Bill repeated, as if testing out a new word, "Berbils help ThunderCats." Only a moment later did some of the other Berbils reappear before them and looked up at them with their mechanic eyes.

"I've never seen anything so…" Lion-O tried to find the right word to describe them.

"_Cute_!" Leanne squealed as she looked at the Berbils with a smile. The Berbils walked over to the Thunder Tank and started doing what they had done before.

"They'll be cute and _dead_ if they hurt my tank." Panthro said with a growl as he watched them work on it. A few seconds later, they tested the engine, which worked perfectly.

"Looks like they fixed it, Panthro." Tygra said to him.

Panthro scoffed, "Just a patch. I could have done that."

"Sounds like someone's a little _jealous~_." Leanne teased, Panthro glared at her and she shut her mouth. Ro-Bear-Bill hopped down from the tank in front of Lion-O and pulled on his arm.

"Come with Ro-Bear-Bill." He said, trying to take him somewhere, "Berbils fix machines." Lion-O pulled up his arm, and Ro-Bear-Bill still hung onto it, "Berbils help ThunderCats." Lion-O shrugged and put the bear down, letting him lead the way somewhere and everyone but Panthro followed him. Cheetara noticed his absence and turned around to see him scowling with his arms crossed.

"You coming?" She asked him.

"Fine." Panthro said, "But I don't trust anything that adorable."

* * *

><p>They followed the Berbils as they led them through the heavily forested mushrooms. Leanne watched with a smile as Snarf chased after the Berbils ball forms, as if playing a game. Every now and then he would knock one over, but they would easily get back up, continuing onward. Panthro drove his Thunder Tank behind them, not once commenting on how much better it seemed to run since the Berbils fixed it. Lion-O and Tygra followed behind Leanne, who laughed as Snarf started running after one of the Berbils that circled around her feet. She lifted herself up, creating twin whirlwinds under the arches of her feet and flew up and away from where the two of them were. WilyKat and WilyKit ran up to where Leanne was hovering and grabbed onto her hands. She smiled as she flew up a little higher and lifted them off the ground. They squealed happily, kicking their legs as they flew with her. Lion-O watched the scene before him with a smile, and Tygra allowed himself a little grin.<p>

They followed the Berbils to a village surrounded by trees that bore candy fruit. They were amazed to see the entire village of Berbils was filled with all different kinds of technology, some for picking the candy fruit off the trees, some for watering the trees that bore them, and various other pieces of technology all throughout the village.

"I've never seen anything like this place." Tygra said.

"It's like they have a contraption for everything." Lion-O said, looking around.

"This place gives me the creeps." Panthro said, glaring at everything in the village.

"Well, I guess it could be a little creepy," Leanne said as she looked around, "You know, if you look at it from a… Tim Burton kind of perspective."

"Who's Tim Burton?" Cheetara asked.

"Never mind." Leanne said, not wanting to go into detail about the famous movie animator and director.

As they came into the middle of the village, Berbils gathered all around them, cheering in their metallic voices at their arrival. As they approached a rather large building, two Berbils, one tiny, little blue one, and a pink one with a flower beside its ear, came down to greet Ro-Bear-Bill. He picked up the little blue one and spun him around in the air before putting him back down so he could see everyone.

"Meet Ro-Bear-Beebil." He said, introducing him as the pink one came up beside him, "Meet Ro-Bear-Bella. This is Ro-Bear-Bill family." Leanne leaned down, resting her hands on her knees and smiling at the little Berbil son.

"Hi there." She greeted, holding out her hand for him to shake. The little Berbil shied away from her, hiding behind his father. Leanne's smile fell when she thought she scared the little Berbil, but when Ro-Bear-Bill urged him forward, he went up and shook Leanne's hand. She smiled at him, "Nice to meet you."

"Nice to meet you." Ro-Bear-Beebill repeated, his voice metallic and high-pitched. Leanne cooed in adoration.

"You are just too _cute_!" She cooed. She looked up when she heard the hum of a machine and saw one of the candy fruit picking machines rolling up. WilyKat and WilyKit ran up to it as it came to Ro-Bear-Bill and he pulled some out.

"Candy fruit. Eat. Good." He handed one to each of them.

"Yum! Candy fruit!" WilyKit said happily as she and her brother started chowing down.

"Looks like you were worried about nothing, Panthro." Cheetara said. Panthro scowled and walked over to the machine, looking over it.

"You really think these fur balls are helping us don't expect something in return?" He asked.

"Have you considered that, _maybe_, they're just nice?" Leanne asked him. Everyone jumped as a loud alarm started going off, and red lights started flashing.

"What's going on?" Lion-O demanded. Leanne jumped as the Berbils around her started turning into little balls and rolling away into some kind of underground shelter that opened up for them. Only a moment later did two explosions occur just outside the village, making the ground shake beneath them. Lion-O looked back to Ro-Bear-Bill for an explanation.

"Conquedor comes." He said to Lion-O, "Conquedor takes Berbils. Sell Berbils as slaves." The ground shook again, but not from another explosion. This time, it was a huge tank. It came through the smoke made by the explosion and stopped in front of the village. The top of it opened to reveal a heavily armored man with a rotund belly and skinny arms. He searched the village until he found one of the smaller Berbils running from him. He moved the tank forward, a huge claw coming out and grabbing the Berbil.

"Help Ro-Bear-Bob." The bear cried loudly in his mechanical voice.

"We have to stop that!" Cheetara said, pulling out her staff and spinning it expertly.

"What did I tell you guys?" Panthro asked rhetorically, "Trying to use their cuteness to get us to fight their battle."

"Well, looks like it worked." Lion-O said, pulling out his sword. Leanne ran towards the tank as it opened up a compartment and had the claw dangle the Berbil over it. She dashed towards it and jumped over the compartment, grabbing the bear and holding it to her chest as she landed on the other side. She glared up at the Conquedor as he turned his attention to her and the others.

"So, the Berbils have enlisted the help of the fabled ThunderCats." He said, looking over them, he looked at Leanne curiously, "And whatever _you_ are." Leanne's eyebrow twitched angrily.

"_Human_!" She snapped out, "I'm a human! _Why_ is that so hard for you people to comprehend_?_!" The Conquedor pulled out a large gun, and they heard it hum as it powered up, ready to fire.

"Risking your lives for a bunch of junk heaps?" The Conquedor asked them, "And I thought these robots were brainless fools!" Lion-O pulled out his sword.

"ThunderCats! Ho!" The sword lengthened completely, battle ready. The Conquedor fired off his gun at Lion-O, who ran to avoid the strange blue projectiles coming from the large gun. Once he was out of the Conquedor's aiming range, he started firing off at Tygra, who ran just as Lion-O did. He jumped into the air and used his whip to turn himself invisible. Once he was out of the Conquedor's sight, he started firing at Cheetara, whose speed made certain that she wouldn't get hit. Once firing with his gun no longer worked, the Conquedor started using a pair of blasters that shot out a green substance at her. She ran fast, avoiding the blasts, and went out of his range soon enough. Leanne kneeled down and slammed her hand down on the earth, and it started to rise beneath her, lifting her up to his level. Once she was at his height, she used her powers to jump up high and she planned to slam down on the tank and take him out, but the Conquedor knew that if she was in the air, she couldn't avoid his shot, so he fired his gun at her, and Leanne became covered with a sticky blue substance that attached her to the earth she had lifted up. She tried to free herself, but it was incredibly strong and she couldn't break through. The Conquedor laughed, treating his situation like a game. He stopped when he felt something wrap around his throat, and Tygra became visible again, showing that he was the one who was choking him. The Conquedor reached up to a small button on his wrist and pressed it, sending an electrical jolt through him to Tygra. He cried out in pain and fell from the tank, paralyzed.

"Tygra!" Lion-O and Panthro ran to help him, but the Conquedor fired again and trapped Panthro in the blue substance. The tank began to move again, and its claw reached out and grabbed Ro-Bear-Bill's family.

"Bella. Beebil." The Berbil went after them in his ball form and grabbed onto Bella's metallic hand just as the claw lifted them up over the tank. It shook him off, the Conquedor needing no more Berbils at the moment, and threw him to the ground. Ro-Bear-Bill's body shook with sparks flying out of him as he became damaged from the landing. The tank drove off, taking Bella and Beebil with it.

Once he was gone, Tygra sat up, holding his head with a groan as he started to recover from the sudden electrocution. Panthro pulled the sticky blue substance off him and stood up. Leanne struggled to get out of her trappings, seeing as only Panthro's legs had been trapped, he had been able to escape easily enough, but Leanne's arms were the ones that kept her stuck to the pillar. With a frustrated growl, she took a deep breath in and blew out fire onto the blue substance. It burned quickly, with a fowl plastic smell, and Leanne fell down from the pillar. She put her hand on the earth she had lifted up and had it go back into the ground where it belonged.

"Lion-O!" Cheetara's voice reached all of them and they looked to see her holding a familiar Berbil in her arms, "It's Ro-Bear-Bill. He doesn't look good." Everyone went over to the damaged Berbil, who didn't look good at all. His metal body had various dents in it from the fall, and some of his circuitry hung out from his neck. The Berbils around them instantly took him from Cheetara's arms and took him to the large building in the middle of the village. They followed them inside as they put him down on a table and grabbed some tools, working to repair him. Leanne couldn't help but feel this was the Berbil equivalent of an emergency operation, and she was one of the spectators watching from above the operating room.

WilyKit looked at the others worriedly, "Can they fix him?" No one replied as they watched the Berbils fiddling around with Ro-Bear-Bill's circuitry, trying to fix it and bring him back. After a moment of drilling and welding, they looked up, talking to each other in little, computer-like buzzes, which must have been something of a language for them. Leanne knew that when doctors started to confer with one another about what was going on, it wasn't a good sign.

Panthro sighed, stepping forward, "I can't take watching these amateurs." He walked over to the table in front of one of the Berbils and swiping his instrument out of his hand, "Give me that! You're doing it all wrong." He leaned down and started working on Ro-Bear-Bill, sparks flying from his work.

"Good idea." One of the Berbils near him said, "Now reset function levels." Panthro glanced at him, and then back at Ro-Bear-Bill.

"Oh, yeah." He said, looking at the circuitry, "I see what you're saying." He went back to work, the instrument in his hands pressing down on different parts of the technological body before him. After a moment, he stood up with a sigh, wiping his forehead of sweat caused by the heat of the sparks he had made. Everyone gathered a little closer to see what had happened, and Ro-Bear-Bill hopped up, looking as good as new.

"All servos functional." He said, he turned to Panthro, "Ro-Bear-Bill lives." He did a quick check of all his limbs rotations, making him look like he was doing a breakdance, then looked back at Panthro.

"He's lookin' good, now." Panthro said with a grin, proud of his work.

"Lookin'… good." Ro-Bear-Berbil said, as if testing out a new phrase, which he probably was. He came down from the table and the Berbils cheered. Ro-Bear-Bill went over to Panthro and hugged his leg. Panthro grimaced, "Cat save Bill. Thank you Cat. Cat builder, too."

"Ro-Cat-Panthro. Ro-Cat-Panthro." The other Berbils cheered, coming over and hugging his legs like Bill had. Panthro grimaced as they all clung to him and he groaned in frustration, grasping at his head to try and keep himself from kicking them all off and smashing them in a wall by mistake. Lion-O and Tygra shared a glance, smiling in mirth at Panthro's situation. Leanne couldn't help the giggle that escaped her throat as she watched Panthro try to get all the Berbils off him without damaging them.

"Okay, that's enough…" He got them off his legs, and a Berbil came up, showing him a limp arm that had been damaged in the Conquedor's attacks. Panthro sighed and had him get up on the table and started working on him. Lion-O, Tygra, Cheetara, and Leanne went outside. Lion-O looked sadly at the damage caused by the Conquedor to the Berbil's village. Leanne came up beside him, grasping his hand in hers and squeezing it comfortingly. Lion-O looked over at her.

"Look at all of this…" He said, gesturing to the village, "Some heroes we are."

"It can be fixed, Lion-O." Leanne said softly, "Whatever can be destroyed can be rebuilt, that's one of the wonders of the world."

"But what about all the Berbils that were taken?" Lion-O asked, looking back at her, "How do we fix that?"

"We go and get them back." Leanne said with an encouraging smile, "I _know_ you can do it. I've never seen a lion with more strength."

"But where do we start?" Lion-O asked, Leanne looked away, pulling her hand from his so she could put it to her chin. Instantly, Lion-O missed the warmth her hand gave to him.

"That's a good question." She said, trying to think. She broke out of her thoughts when Bill rolled up beside Lion-O and Leanne, looking out at the village.

"My Bella. My Beebil, too. Ro-Bear-Bill's family…" He sounded almost sad in his mechanical voice at the loss of his family. Lion-O knelt down beside him.

"Do you know where the Conquedor has taken your family?" He asked him.

"Conquedor sell Berbils." Bill said, "Ro-Bear-Bill knows."

"Then you can take us there." Lion-O said, he stood up, "Cheetara, Tygra, come with me! Panthro, you keep an eye on the village." Panthro heard his words and instantly stopped what he was doing.

"Whoa, whoa, whoa!" He ran outside, "There's no way you're leaving me with these things!" He watched as they ran off and he growled in frustration, "Great…"

* * *

><p>Ro-Bear-Bill led them to a cliff where they could see the Conquedor and some customers as he tried to restrain some kind of giant, blue animal that looked like a mixture of a mountain lion and a fox, only twice as big. They all wore special cloaks to protect them from the harsh sunlight that shone down on them.<p>

"There Conquedor sells to bad ones." Ro-Bear-Bill said, pointing to the tank, "Trollicks. Giantors. All bad." His eyes doubled as telescopes and he could see the Berbils that were hiding behind a curtain, electric restraints around them, "Bella. Beebil."

"We can't take 'em all on." Tygra said, looking at the large group.

"I think I got an idea." Lion-O said, he turned to the others, "We'll sneak into the buying crowd, and make our move there, but only on my signal." He looked at Leanne, "You watch out for us from the air, got it?"

"Lion-O, I can fly, but not for forever." Leanne said pointedly, "I can't keep flying above him while you guys sneak in."

"Then wait for us to attack and come down to help us." Lion-O said.

"And coming with you isn't an option?" Leanne asked, giving him a pointed look.

"This is hardly the time for you two to have another lover's quarrel." Tygra said as he looked at them. They both blushed brightly and turned to him, speaking at the same time.

"We're _not_ lovers!"  
>"We aren't fighting!"<br>"We're not even _close_ to lovers!"  
>"It's not a quarrel, either! It's just a disagreement!"<p>

"Well, that's what it looks like." Tygra said, retorting to everything they both said.

"Just let her come with us, Lion-O." Cheetara said, "That way we can get them all at once."

Lion-O looked reluctant, but said, "Fine. Come on." They started going down the cliff, avoiding the attention of all those at the auction just as the Berbils came up for sale. They heard the Conquedor give his sales pitch about them as he moved in.

"Next up! The Ro-Bear Berbils! Best builders money can buy!" He said to the crowd, "Efficient, tireless, and most importantly, defenseless! Ha, ha! Bidding starts at one thousand for the lot! Do I hear fifteen hundred?" One of the Giantors raised his hand, "How about two thousand?" One of the Trollicks raised his hand, "Three thousand?" Another trollick raised his hand, "Now, we're talking thirty-five hundred!" The hands kept going up, "Five thousand? Do I hear—?"

"Ten thousand!" Lion-O shouted, everyone stopped bidding and looked at Lion-O and the others around him in surprise.

"That's a lot of shillings, pal!" The Conquedor said, he pulled out a rifle, "How do you plan to pay for all that?"

Lion-O pulled off his cloak, "In steel!" He pulled his sword out from his gauntlet and everyone else took off their cloaks. The Conquedor pulled out his gun, ready to fire, but Lion-O jumped up, slicing the chains that held back the big blue beast and let it go. It knocked the Conquedor down before running out into the crowd, scaring away all who were there. The Conquedor got up, pulling his rifle up and aiming it for Lion-O, but it was suddenly pulled out of his hands by a whip that was wielded by Tygra. Leanne helped Bill get up to his wife and son where they were being held. Once their bonds were released, they immediately went to him, hugging him.

"Bella. Beebil." Bill sounded almost happy in his mechanical voice, and Leanne was pretty sure he was, but it was hard to tell. Quickly, all of the Berbils were freed from their bonds and they ran away with the ThunderCats. As they ran, they could hear the Conquedor shouting behind them.

"That's it! You messed with the wrong guy!" He shouted, "I'm gonna gut every last one of you! You hear me? We're coming back! _All_ of us!" Leanne cursed under her breath as she ran.

* * *

><p>Once they were far enough away, they stopped running and started walking to the Berbils' village. Leanne walked next to Lion-O as Cheetara and Tygra walked up ahead. Leanne sighed, running her hand through her dark hair.<p>

"Something wrong?" Lion-O asked.

"Did you not hear what the Conquedor said?" Leanne asked him, "He's going to _destroy_ that village."

"What happened to that optimistic spirit from before?" Lion-O asked with a smirk.

"The optimistic spirit wasn't greatly outnumbered before." Leanne countered dryly, Lion-O let out a chuckle and Leanne sent him a sharp look, "This isn't a laughing matter, Lion-O! Be serious! If we don't figure out how we can beat them, they're going to turn their village into rubble!"

"We'll figure something out." Lion-O assured, putting his hand on her shoulder. Leanne looked at him and let out a small laugh.

"Figures, I lose my optimism, and you find it." She said. Lion-O smiled at her, and she smiled back. Lion-O took his hand from her shoulder and they walked in silence for a little longer, but not for too long.

"Leanne, can I ask you something?" Lion-O asked, turning to her.

"Sure." Leanne replied. Lion-O opened his mouth, then shut it. Leanne quirked a brow at his hesitance to ask his question, so she egged him on, "What is it, Lion-O?"

"Do you…" Lion-O sighed, "Do you miss your home?" Leanne looked at him in surprise.

"Of course I miss my home, Lion-O." She said, "There are some things that Third Earth just doesn't have that I really miss. I miss my family and friends, too, of course."

"So… Do you not like Third Earth?" Lion-O asked, still seeming a little hesitant.

"Of course I like Third Earth." Leanne said quickly, "This place is filled with all kinds of things I never would have found back home, and if I had never come here, I probably never would have found out that my family was actually full of witches and warlocks." Her cheeks turned a light pink, "And… I probably would have never met you…"

"So, you like it here?" Lion-O said, more as a question than a statement.

"Yeah, I like it." Leanne said, she put her hands in front of her, looking down at them embarrassedly as she entwined her fingers together. "And you guys. I like you guys a lot."

"Well, I'm glad to hear that." Lion-O said with a smile, Leanne smiled back at him. Her attention was turned to what was in front of her as they came to the Berbil village. She saw WilyKat, WilyKit, Snarf, and Panthro coming to them as the other Berbils dashed towards the ones that had been rescued, all of them embracing each other happily and reuniting with their loved ones.

"We can't celebrate yet." Lion-O said, "The Conquedor is coming back."

"And this time, he's bringing friends." Leanne said, "_Big_ ones."

"We have some friends of our own." Panthro said, gesturing to the Berbils.

"Except they don't know how to fight." Tygra said pointedly.

"But they _do_ know how to build." Panthro said, he looked down at the Berbils in front of him, "You guys ready to save your village?" The Cats glanced at each other, curious as to Panthro's sudden change of opinion about the Berbils. Leanne watched as Ro-Bear-Bill went up to him and saluted him, saying he was ready to help. Panthro grinned as he saluted him back.

* * *

><p>"Hey, Lee, hand me that wrench." Panthro said, pointing to a wrench on a nearby workbench. Leanne reached over and picked it up, almost dropping it from its weight. She had trouble giving it to Panthro, but he held the wrench with ease as he tightened a screw on one of the traps he was setting up with Ro-Bear-Bill.<p>

"So, why the sudden change of heart?" Leanne asked him, sitting beside where he was working.

"About what?" Panthro asked, keeping his attention focused on the work in front of him.

"About the Berbils." Leanne specified, "When we left, you thought they were annoying and amateurs."

"That was _before_ they fixed my tank." Panthro said, "They replaced the engine."

"They did?" Leanne asked in surprise, "But I thought you said that engine is way overly complicated. Where did they get the parts?"

"Berbils make parts." Said a blue Berbil as he came up beside Leanne to work on the machine.

"My hunk of junk is no longer a hunk of junk." Panthro said with a grin as he pulled away from the machine and grabbed a welding instrument. Leanne smiled as she stood up, giving him some room to work.

"No wonder you like them so much." Leanne said, knowing how much the Thunder Tank meant to Panthro. When Panthro finished his job, he looked over at Ro-Bear-Bill.

"What do you think?" Panthro asked, giving him a thumbs-up, "Looking good, huh?"

"Lookin' good." Bill replied, giving him a thumbs-up in return. Leanne walked outside of the building where they were working to where Tygra and Lion-O were helping to set up some ground traps.

* * *

><p>Night had fallen and Leanne and the other cats were on the lookout for the Conquedor. It wasn't too long before they spotted him in the distance, all of his friends coming with him.<p>

"Here they come." Lion-O said when he saw them.

"Let's hope these bears know what they're doing." Tygra said, glancing at the village behind them. As the Giantors and the Trollicks came into view, Lion-O reached for his gauntlet, pulling out his sword, swinging it once.

"Thunder," He swung it again and the sword lengthened, "Thunder!" He swung it again and the sword lengthened completely, "_Thunder!_" He held the sword up, pointing the blade to the sky, "_ThunderCats_!_ Ho_!" The sword lit up, a red beam coming out of it and making the ThunderCats symbol on the sky, giving everyone the cue to attack. Leanne could see the Thunder Tank coming towards them, its blaster powering up. The Berbils fired off their electric cannons at the Conquedor's tank, sending jolts through it, causing it to malfunction temporarily. One of the Giantors was almost knocked down when a candy fruit was blasted at him through a cannon. Multiple cannons fired off at him, and he used a huge club to knock them back. WilyKat and WilyKit were helping the Berbils man the cannons, still holding some candy fruit in their hands.

"Candy fruit, do your thing!" WilyKat said before taking a big bite out of the fruit, his fur stood on end as the rush of the sugar inside it went through his system, the same thing happening to WilyKit as she took an even bigger bite out of her candy fruit. Once they were all hyped up, they started teasing and taunting the Giantor, using their new hyper energy to make themselves a little faster and avoid whenever his club was about to come down on them. They led him to where a trip wire was set up and he fell face-first into a pile of splintery wood that they had set up just for a Giantor. He cried out as he rolled around in pain from the wood. Another Giantor not too far away was removing one of the electric claws from the cannons from his behind with a Trollick beside him, helping him. The Trollick screamed out suddenly when he felt a sudden pain in his backside and looked to see Snarf had bit him. When he released his teeth, the Trollick started chasing after him. Snarf ran towards a small, almost destroyed building and made it look like he had jumped into the larger hole, when he had jumped over it and into the smaller one. The Trollick, in the darkness, jumped into the bigger hole after him, thinking he was in there. When he came up, he was surprised to see Snarf in a separate hole, and was about to reach out and grab him, when he was blasted with green goop that caused his grip on the walls of the hole to fail, and he fell inside. The Berbils that had aimed the cannon at him cheered happily.

Tygra whistled appreciatively at the work the Berbils were doing. Lion-O glanced back at the others, telling them they could join in as well. Cheetara went first, dashing around a Giantor and pulling a rope around his face. She tugged at it, making him walk back into a giant spring that sent him flying into the air. A little ways away, she saw little Beebil cheering happily at the success of their invention. He stopped cheering and started crying for help when he was picked up by one of the Trollicks and held there. He and another Trollick were about to run off with him, when the earth beneath them suddenly began to rumble. They screamed when two pillars of earth shot up directly beneath their feet. In their shock they dropped Beebil, and Leanne used her powers to have him safely float towards her and into her arms. When one Trollick came up behind her, she took in a deep breath and turned around, breathing out fire onto the grass around him. He screamed from the heat of the fire and in fear that it would burn him. Leanne smirked victoriously as Beebil wrapped his little mechanical arms around her neck, hanging onto her for protection.

A little further away from the village, the Conquedor was fleeing in his huge tank. Panthro came down, riding next to him and trying to knock his tank over with the Thunder Tank, which was very difficult since the Conquedor's tank was twice the Thunder Tank's size. He drove out in front of it, trying to get it to stop, but it didn't. The tank drove straight into a cliff, and when they hit it, Panthro thought that was the end of it, but it wasn't. The Conquedor drove the Thunder Tank up the cliff and onto the top of it, making it spin out of control. The Tank came to a stop just before it went over the edge of another cliff, facing the Conquedor's tank. The Conquedor started firing off bullets at them, and Panthro covered Ro-Bear-Bill protectively, ducking down so they wouldn't get shot.

Panthro reached for the tank's controls and smirked, "Time to see how tough this new engine really is." He had the Thunder Tank shoot forward towards the Conquedor's, and he started going to Panthro's as well. The Conquedor laughed, thinking that he would run over the Thunder Tank with his own, but Panthro had a trick up his sleeve. He pressed a button and two, metal claws shot out from the tank's exterior, and hit the Conquedor's tank, making it rear up and fall on its side. Panthro parked the tank a little ways from it and stepped out, looking at the damage he had caused. He looked around, wondering if he would find the Conquedor's body somewhere. He was a little disappointed when he saw the Conquedor roll out of the tank, clutching a rifle in his hands. Lion-O hopped up on the fallen tank, pointing his sword at the Conquedor.

"I should have warned you," He said, "Panthro doesn't like people messing with his tank."

"What do I care?" The Conquedor snapped, turning his gaze to Lion-O, "I'll just force these worthless robots to build me another, and demolish any that don't listen!" He pulled up his rifle and fired at Lion-O. He stepped to the side to avoid the shot and growled at him.

"You still don't understand!" He hopped down to the Conquedor and raised up his sword, "These bears…!" He struck his sword against his rifle as he held it up in defense, "Are _not_…!" He struck it again, "Your _property_!" He sliced through the rifle, and knocked the Conquedor down. The Conquedor, frightened by Lion-O's power, got up and ran. The sound of Panthro's tank over the cliff was enough to scare off any remaining Trollicks or Giantors in the Berbil village. Once they had all run off, Ro-Bear-Bill cheered, and the other Berbils joined him. Lion-O looked down and found Leanne easily in the crowd. She held Beebil in her arms and smiled as she waved up at him. Lion-O smiled back and sheathed his sword, coming down the cliff to join them.

* * *

><p><em>The next morning…<em>

Leanne watched as the Berbils worked to repair the buildings in the village. Lion-O looked at how easily they were recovering and looked back at the others.

"I don't think the Conquedor will be coming back any time soon." Lion-O said.

"Not with the village rigged like this." Tygra said, looking up at the giant spring that WilyKit, WilyKat, and Beebil were sitting on as it swayed back and forth. Leanne smiled as she came over to Lion-O, nudging his arm with her elbow.

"Nicely done." She complimented. She looked back at where Panthro was working and said, "I'll be right back." She headed over to the tank.

"Hey, wait up!" The WilyKittens said, following her. As they walked, they heard the words exchanged between Panthro and Ro-Bear-Bill.

"I have to admit," Panthro began, "Despite your cuddly appearance, you guys are grade-A builders in my book." Bill looked up from where he had been polishing the engine.

"Berbils love Panthro." He went over to him and held out his mechanical arms, "Hug?"

Panthro grimaced a little, "…A hug?" He looked away, "Uh, I'm not really much of a hugger…"

Ro-Bear-Bill insisted, "Hug. Hug. Hug. Hug." Panthro looked around, checking to see if anyone was close by, then smiled and held out his arms.

"Oh, what the heck?" He said, Ro-Bear-Bill jumped into his arms and Panthro hugged him with a grin.

"Busted!" WilyKat said, Panthro looked up to see the twins resting on the top of his tank with Leanne beside them, watching them with big grins.

"Panthro's a big ol' _softie_." WilyKit teased. Panthro put on his best glare at them.

"Is that a problem?" He asked, the twins jumped up fearfully.

"Nope." WilyKit said.

"It's cool." WilyKat said, they ran from the tank, jumping over where Leanne was resting. Panthro gave her a look, and she grinned.

"Dude, compared to my mom, you got nothing." She replied, "But if it makes you feel any better, I won't say anything." Panthro's glare shrunk away when he grinned up at her as she hopped down from the tank. Her grin widened as she said, "Did you see them _run_?" Panthro laughed, and she laughed with him.


	13. Firsar

**There's an old FMA reference in here. I wonder if any of you are big enough FMA fans to know what it is?**

* * *

><p><span>13<span>

Tygra picked up his whip and snapped it expertly before tucking it under his arm and taking a fighting pose. "Are you ready?"

Leanne got her own fighting stance and smirked, "Oh, heck yes." Tygra mirrored her smirk and ran at her, Leanne jumped out of the way before he could knock her down and up into the air. Tygra dashed out of the way before Leanne could land on him, and came at her, whip ready. Leanne lifted up her hand, not knowing that her eyes flashed white for a moment, and the ground rumbled beneath Tygra's feet. He let out a yelp when a pillar of earth shot up from the ground, bringing him up with it, then quickly coming back down, stopping just before it sunk back into the ground to break her fall, then it disappeared. Tygra looked at Leanne with wide eyes.

"When did you learn to do _that_?" He asked, having never seen her use that element before. He pushed himself into a sitting position.

"A little while ago." Leanne said, coming over and offering her hand to him, "I remembered the stuff that Jaga told me to do to control the other elements, so I figured I should work on that, too." Tygra took her hand and Leanne pulled her up.

"It's impressive." Tygra said, he suddenly hissed in pain and put his hand to his side.

"What is it?" Leanne asked, concerned she might have hurt him. Tygra waved her off.

"No, it's nothing." He said, straightening up. Leanne grinned slyly, finding this an opportune moment to mess with him.

"Aw, did the wittle Tygie-wygie get a boo-boo?" She cooed mockingly, pinching his cheek a little before she released it. Tygra glared at her and swatted her hand away.

"Ha-ha, you're hilarious." He said sarcastically as he walked back to where Panthro was trying to fix a small glitch in the Thunder Tank.

"_I_ like to think so." Leanne replied with a grin.

"I thought so, too." Lion-O said with a smirk. Tygra glared at him.

"Oh, like you could beat her." He said.

"I _know_ I can't, that's why I don't challenge her." Lion-O said, pointing out what Tygra had done that morning. Tygra scoffed and walked away.

"Oh, come on, Tygra." Leanne said, moving in front of him, "We're just teasing. No need to take it personally."

"Whatever." Tygra said, sitting down on a nearby log. Leanne chuckled lightly at the sight of him, knowing his pride had been wounded. She sat beside him.

"Oh, lighten up." She said, "It was just a little fight. You don't have to get so worked up over it."

"It was a fight _with you_." Tygra said, "I lost _to you_."

"And you thought you would win?" Leanne asked him, quirking her eyebrow in disbelief, "Dude, I can control the elements, and you have a whip that makes you invisible, which doesn't work too well on me, if you'll remember."

"_And_ a gun." Tygra said.

Leanne scoffed, "Yeah, like you would use that on an innocent girl."

"You are _hardly_ innocent." Tygra said, Leanne scowled at him.

"I am _too_!" She said, punching his shoulder.

"Ow!" Tygra rubbed the spot that she had hit.

"I am an innocent little angel." Leanne said, giving him an innocent look. Tygra raised a doubting eyebrow at her and opened his mouth to speak, but was stopped when Leanne glared at him, "And if you say otherwise, you're gonna get a lot worse than a punch to the shoulder." Tygra shut his mouth, saying nothing.

* * *

><p>Panthro had fixed the tank, but by the time he was done, it was already getting dark, so they decided to make camp. Leanne and Lion-O offered to go and get firewood before it got too dark. The area they were in was heavily forested, so it wouldn't be any problem to find any wood for the fire.<p>

Leanne bent down and picked up a few stray sticks, not knowing that Lion-O was glancing at her behind when she did, and looked away when she stood up straight.

"You know what I find amazing?" Leanne said, looking over at him.

"Hmm?" Lion-O asked.

"That, in all the time I've been here," Leanne began, "I've never once gotten sick, or had some kind of allergic reaction from something I ate, or something I touched."

"Well, that's because we told you what plants are poisonous and which ones aren't." Lion-O said, Leanne nodded.

"I know, and I'm glad you did." Leanne said, "I'm still amazed that I haven't caught some local sickness and gotten horribly ill from it." She looked away thoughtfully for a minute, "Then again, I never really got sick at home, either." She looked back at Lion-O, "I have a strong immune system, you know."

"Yeah?" Lion-O said, "Well, I'm not surprised. A lot of things about you are strong." Leanne cocked her head to the side.

"What do you mean?" She asked as she walked beside him through the forest.

"Well, you're getting good at fighting," Lion-O began, "So you're getting strong in that sense. Then there's just who you are." Lion-O looked at her, "I mean, after what happened when you were a kid?" Leanne's expression paled a little as she remembered the reason for the cross-shaped scar on her back, "To be able to come out of that emotionally okay is just incredible."

"…I'm not okay." Leanne said quietly, Lion-O looked at her.

"You're not?" He asked, Leanne shook her head.

"Not exactly…" She looked away, "I… I have this thing… that I'm afraid of."

"What?" Lion-O asked.

"You'll think it's stupid." Leanne said.

"No I won't." Lion-O assured, Leanne looked up at him, "I promise."

"…I can't stand the sight of blood." Leanne said softly, looking down at the ground.

"Blood?" Lion-O asked.

"It's not that bad when I, like, cut my finger or something," Leanne explained, "But… when I go to the movies, and see this really gory scene… I start having a panic attack and hyperventilating and stuff." She laughed bitterly, "Pretty stupid, huh?"

"It's not stupid." Lion-O said, Leanne looked up at him, "It's a perfectly legitimate fear, I mean, considering everything you've gone through." Lion-O smiled at her, and Leanne smiled back, "I still think you're pretty strong."

"…Thank you, Lion-O." Leanne said softly, she blushed lightly as she said, "And…what _else_ do you think of me?" Lion-O blushed slightly

"What else?" He echoed, Leanne nodded, looking up at him expectantly. "Um…What else…" His eyes darted away from hers as he tried to think, "Uh…" He turned to her, "I think we got enough firewood for tonight, don't you?" Leanne looked at him oddly.

"I guess…" She said.

"Then let's head back." Lion-O started heading back to camp. Leanne followed behind him.

"You didn't answer my question." Leanne said as they kept walking.

"What question?" Lion-O asked, playing dumb.

"What else do you think of me?" Leanne asked him, "Anything at all. Even the bad stuff."

"There's no bad stuff." Lion-O said quickly, "Not about you. As for the other stuff…" Leanne looked at him expectantly, anxious to hear his answer, "Well… Um…" He stopped walking and turned to her, seeing her expectant face, "It's…" He sighed, "Leanne, I'm not sure what to say." Leanne's face fell.

"Oh." She said disappointedly.

"Sorry." Lion-O said, he turned back around and started walking back to camp, Leanne following behind him, a sad expression on her face.

_Lion-O doesn't think anything more of me… _She thought to herself. Her eyes caught sight of something and she looked at a small flower bud not too far away. Her incurable curiosity getting the better of her, Leanne went over to the flower and poked it. She jumped back when the flower opened and a puff of yellow pollen came out in her face. She coughed, waving the stuff away, and stood back up, following Lion-O again.

* * *

><p>Cheetara pulled out the fish she had finished cooking on the open fire. She handed it to WilyKat, who dug into it, and she handed another one to his sister, who went at it just as he did. Cheetara looked over at Leanne, and frowned when she saw she had barely touched the food she had been given. There was something off about her, and not just because she wasn't sitting beside Lion-O like usual. This time, she was sitting by Panthro, with Snarf on her other side. Panthro noticed her gaze on Leanne, and looked over, frowning when he noticed the same things she had.<p>

"Lee, are you okay?" He asked her, Leanne looked up at him.

"Yeah, fine." She said, "Why?" Lion-O looked over at her when her wellbeing was called into question.

"Well, you've barely touched your food." Cheetara said, Leanne looked down at her cooked fish, then back up at her.

"I just don't have much of an appetite right now." She said, giving them her best fake smile, "I'm fine. Really."

"You're not sick, are you?" Tygra asked, putting his hand to her forehead.

"No, I'm fine." Leanne insisted, moving his hand away, "I'm not sick, I'm just not hungry." She handed her fish to Panthro and got up, "I'm just going to go to bed." Lion-O looked after worriedly and got up, following her over to where she had put her sleeping bag. She didn't do anything to acknowledge his presence, she simply continued to get her sleeping bag ready. He knelt down beside her, and he was surprised that she didn't say anything to him at all. She didn't even meet his eyes.

"I said I was fine." She said in a low voice as she worked. _At least she spoke to me…_ Lion-O thought.

"You're sure not acting like it." Lion-O said, Leanne didn't reply, she simply moved into the sleeping bag.

"Goodnight, Lion-O." She said stiffly, turning so her back was to him.

"_No_, not goodnight." Lion-O said, he put his hand on her shoulder and turned her to face him in the sleeping bag, "Tell me what's wrong."

"Nothing's wrong." Leanne said, "I'm just not hungry, and I'm tired."

"Leanne." Lion-O said firmly, making her look up at him, "What's wrong?"

"Okay, you want to know what's wrong?" Leanne asked him testily, moving so she was resting on her elbows, "You don't think anything of me." Lion-O looked at her incredulously.

"That's not true!" He said.

"Then why didn't you say so?" Leanne said, she turned over, her back facing him again. Lion-O was stunned in silence for a moment, he stayed by her side a little longer, his mouth opening and closing like a fish as he tried to figure out what to say to her. After a while, he saw that even if he did speak, she wouldn't listen to him, and got up, heading back over to the fire.

"Lover's quarrel." Tygra said before he took a bite off of his fish.

"Just shut up." Lion-O said, going back to eating his own food. Everyone was surprised to hear how cold he sounded to Tygra, granted it wasn't the first time, but it hadn't been used in a long time. Lion-O looked over at Panthro, "Are you taking the first watch for tonight?"

"Yeah." He replied, "You want to watch when I'm done?"

"Yeah." Lion-O said.

* * *

><p>Leanne shivered underneath her sleeping bag. Why had it suddenly gotten so cold? It felt like she was camping out in the middle of winter. She tried to warm herself up by bringing the sleeping bag closer around her, but it didn't do much good, she still felt cold. Then, a second later, she felt like she was on fire, and she tried to get some air by sitting up in her sleeping bag. She groaned softly and rubbed her tired eyes. She couldn't get to sleep because of the cold, now it was too warm. She shivered when it was suddenly cold again, the chill running down her spine.<p>

Panthro, who was still on watch, noticed how she sat up, rubbing her eyes. He came over to her and saw that she was sweating and shivering. Her cheeks were flushed, and she had slightly labored breathing.

"Lee, are you alright?" He whispered as he came up beside her.

"It's so cold out." Leanne whispered back. Panthro looked at her curiously. It wasn't cold at all. It was just as warm and as comfortable as it had been when they had camped out last time. He put his hand to her forehead, and was surprised at how warm it was.

"You have a fever." Panthro said. Leanne put her hand to her forehead, then put her hand to Panthro's forehead, feeling the difference in temperature.

"Maybe I can sleep it off?" Leanne suggested, "I'm pretty sure I'm not sick." She didn't feel sick, anyway.

"Well…" Panthro seemed a little hesitant about it, but the fever might just be nothing. After all, he had no idea of the regular bodily functions of a human body, so it was possible that her normal body temperature was higher than a ThunderCat's body temperature. He nodded and stood up, "I guess. I'll get you an extra blanket if you want it." Leanne nodded, smiling up at him in thanks. He smiled back and went to go get it as Leanne settled back into the sleeping bag, shivering as the cold chill came again. Panthro covered her sleeping bag with the blanket, and she whispered out a soft 'thank you' before he went back to his watch.

* * *

><p><em>The next morning…<em>

Lion-O looked worriedly over at Leanne, seeing how she was still in her sleeping bag. Normally, she was one of the first of them to wake up. Now, it seemed she was too tired to try. In fact, everyone else was already awake and ready to go. They were just waiting on Leanne to get up.

"How long is she going to sleep?" Tygra asked irritably, looking over at her sleeping bag as he leaned against the tank. He got up and started walking over to her, "We need to hurry up and find the next stone." He knelt down next to her sleeping bag, and reached out to shake her shoulder. She groaned when he did, and turned to him. Tygra was surprised to see her eyes were very red, and she was unusually pale.

"What?" She asked, her voice croaking out of her throat.

"Leanne, are you okay?" He asked, he put his hand to her forehead.

"I feel terrible…" Leanne mumbled, Tygra hummed thoughtfully and got up, heading back to the tank. Cheetara looked at him curiously as he went through one of the bags, coming up with some medicinal herbs.

"What are you going to do with those?" She asked him as he came out.

"I'm giving them to Leanne." Tygra said, "I think she's sick."

"I thought she might be." Panthro said, "She got up in the middle of the night, complaining that she was cold."

"It was perfectly fine last night." Lion-O said.

"I know, that's what worried me." Panthro said, "It felt like she had a fever, but she said she could sleep it off." Tygra walked over to the sleeping bag and held out one of the herbs.

"Eat this." He ordered.

"What for?" Leanne asked.

"It's medicine." Tygra said, "It should make you a little better." Leanne opened her mouth and bit on the herbal leaf he had offered her. She grimaced at the bitter taste as she started to chew it, and she swallowed it with a groan.

"That's nasty." She said.

"Okay, get up. Come on." Leanne pushed herself into a sitting position and he draped her arm over his shoulders so she could lean on him. They walked to the tank and Tygra sat her down on one of the seats.

"We'll head to the nearest town." Cheetara said as she and the others walked in, "We'll find a doctor and get the right medicine." Everyone agreed.

"But what about the stone?" Leanne asked, her voice was hoarse and she coughed.

"The stone can wait a little longer." Lion-O said, he came up and sat beside her, "Right now, you need some medical attention." Leanne nodded, although she seemed a bit reluctant about it.

* * *

><p>"All right, open your mouth." The doctor, a long-necked stork woman with a pair of spectacles resting on the top of her beak, said. Leanne did so, sticking out her tongue as the doctor rested a large stick on her tongue, looking into her throat. She hummed thoughtfully, then had Leanne close her mouth. She used a feathery hand to move some of the skin around her eye socket and inspected her red eyes, humming again. She moved her hands down to Leanne's wrist and grasped it, checking her pulse, and used her other feather hand to put a thermometer in her mouth. She hummed when she was finished with the pulse-taking, and checked the thermometer. She hummed again and put it away.<p>

"So… How bad is it?" Lion-O asked, sitting in the small doctor's hut with Leanne as she sat on a small bed. The doctor turned to them with a smile on her long beak.

"It doesn't seem to be very bad at all." She assured, "It's just an allergic reaction to pollen puffer."

"What?" Leanne asked, never having heard of a pollen puffer.

"It's a small, flower-like plant that releases its pollen into the air by having it _puff_ out." The doctor explained, her feathery hands demonstrating by changing from fists to open palms at the word puff. "They're pretty common around these parts. Have you ever come into contact with one before?" Leanne shook her head, "I thought so. Now, the medicine for it is very simple." She looked along a shelf and pulled out a small jar full of a strange, purple and green plant. She reached in and pulled out a small vine, which was dripping from being in some kind of substance inside the jar. Leanne grimaced at the sight of it, thinking it looked like a tentacle. The doctor held it out to her, "Just chop this up and put it in a stew, and you should be better within the next few hours." Leanne held out her hands for the sticky plant and shuddered when it dropped into her palm.

"Gross…" She groaned, looking at it.

"It may be gross, but it's the only cure you need for it." The doctor said, "You should be thankful your reaction wasn't more severe. I've seen animals come in here with faces all puffed up, and throats so swollen they could barely breathe." Leanne nodded, and the doctor quirked her head to the side curiously, "What are you, by the way?"

"I'm human." Leanne said, not noticing how the doctor's eyes flashed in recognition. She hopped down from the small bed and handed the vine to Lion-O, "Here, you carry it." Lion-O took the vine, grimacing at the substance it was covered in, "Let's just go." They walked out of the hut, and the doctor hummed thoughtfully.

"Is your species on the verge of extinction?" The doctor asked, Leanne stopped at the doorway.

"What?" She asked, turning around to face the stork.

"Well, it's that I met another man who was human." The stork woman said, Leanne and Lion-O's eyes widened, "His name is Firsar. If you're looking to continue your species, you can go talk to him. He lives just down the way." Leanne looked at the vine in Lion-O's hands and snatched it up.

"Hey, Doc, what would happen if I ate this raw?" She asked, the doctor hummed thoughtfully again (Lion-O was starting to wonder if this was a bad habit of hers).

"Well, I don't think anything bad would happen." The doctor said, "It would just taste terrible." Leanne nodded and started eating the vine raw, grimacing at the bitter and sour taste of it. She kept chewing on it as they walked out, where the others were waiting. Leanne, still eating the vine, came up to them.

"Am naw fee on'ee 'uman on Fird Earf!" She said excitedly, spraying some of the sticky substance on the vine at the faces as she spoke.

"What?" Tygra asked, unable to understand her with a full mouth as he wiped away some of the stuff from his face.

" 'Ang on." Leanne quickly chewed what was left of the bad-tasting plant and swallowed it with a grimace. "Ick…" She shook her head to try and dissipate the bad taste in her mouth, "Okay," She looked at the others with an excited smile, "I'm not the only human on Third Earth!"

"What?" Cheetara asked, shocked to hear this news.

"The doctor in there said so!" Leanne said, pointing to the hut she had just come out of. "She said there was another human living _here_! In _this_ village!"

"Hold on." Lion-O said, putting his hand on her shoulder to stop her from getting excited, "We don't even know if this other person really is human. It could just be a mistake."

"How could it be a mistake?" Leanne asked him, "Before I came here, nobody on Third Earth had even _heard_ of humans!"

"She has a point, Lion-O." Cheetara said, "It might just be possible that if she came here, so could another human."

"Or it could be just as possible that it could be a scam." Panthro said, "Maybe someone heard about Leanne's species and thought they could make a few shillings off it somehow." Leanne frowned.

"_Or_ it could be the real deal!" She said.

"Aren't you supposed to be sick and unable to do this kind of stuff?" Tygra asked.

"I'm all better." Leanne said dismissively, "I just had to eat some nasty plant thing." She looked over at the others, "This is the first chance I've ever had of finding another human here. I don't want to lose that chance." She looked at Lion-O pleadingly. He sighed, rubbing the back of his neck.

"I… _suppose_ this is worth looking into." He said, Leanne raised her arms up high with a "Yay!"

* * *

><p>Leanne, Lion-O, and Tygra walked through the village, while Cheetara and Panthro had stayed behind at the Thunder Tank to tell the WilyKittens what had happened and to look out for them while Leanne and the others investigated this other human. They were going by the directions given to them by some of the locals, which were not completely sure of where the human lived. One of them said to go past the village's fountain, and that it was the grey house on the right. Another had said to stop at the market place and take a pathway through an alley, and that it would be the white hut on the other side. Another villager said that the home of the human resided at the edge of town, just before a huge grassy field.<p>

Exasperated with these unsure answers, they tried asking someone else. A vendor at the local marketplace.

"Firsar?" The lemur-like man asked, "Well, if I remember correctly, his house is just down the way." He leaned out over his counter and pointed down the street, "What you want to do is go all the way through the marketplace, take a left at the blacksmith's, then just keep going until you see a brown hut. You should find him there." Leanne sighed.

"Thanks…" She mumbled, Tygra sighed exasperatedly.

"At this rate, we have a better chance of finding all three stones at once." Tygra said, "Look, I say we just forget about it and move on."

"We are not going to forget about it!" Leanne snapped at him, "If there's another human on this planet, we're finding him!"

"But nobody even knows where this Firsar guy lives!" Tygra snapped back.

"You seek Firsar?"

Everyone looked to see a man hidden by a cloak he wore around his body. "Why do you seek Firsar?"

"Do you know where he lives?" Leanne asked him.

"Of course I know where he lives." The man replied, "But you have yet to answer my question."

"These people say Firsar is another human." Leanne said, "If he is, I want to meet him."

"You are human?" The man asked, looking her up and down.

"Yes." Leanne said, "My name is Leanne Redoric."

"I wouldn't count on finding him nearby." The man said, "Firsar travels many places at many different times. It's hard to say if he's here or not."

"But do you know if he's here at all?" Leanne asked him. The man nodded.

"Yes, this is always where he stays." The man said, "Why do you need to see him?"

"Because, I want to find out how he got here." Leanne said, "Maybe he came in a way that was similar to mine, or maybe he knows a way back." The man was silent for a moment, seeming to think it over.

"I see your predicament." The man replied, "I know where he lives, and he is here now."

"Oh, great," Lion-O groaned, "_More_ useless directions."

"I will not be giving you directions." The man said, "I know Firsar quite well. I can take you directly to his home." Leanne smiled at the man. "Follow me." He turned around and started walking back the way they had come.

"Isn't… Firsar's house that way?" Tygra asked, since almost all of the directions they had been given told them to go in that general direction.

"No." The man said, looking over his cloaked shoulder at them, "Firsar's house is on the other side of town, just past city hall." Leanne and the two ThunderCats shared exasperated and exhausted looks. The man noticed this and smirked, "The people in this town are a bit… fuzzy… when it comes to directions."

"Yeah, no kidding." Leanne agreed as she and the two brothers followed him.

* * *

><p>Leanne followed behind the man as they walked through the village, Lion-O and Tygra just behind her. Tygra glanced over at his brother, and saw that his eyes only rested on Leanne, more specifically, the part of her face that was visible as she looked around the town. His eyes were slightly glazed over as he gazed at her.<p>

"So, what happened?" Tygra asked him, making Lion-O snap out of his reverie.

"What?" Lion-O turned to him.

"Between you and Leanne," Tygra specified, "What happened?"

"Oh, yeah…" Lion-O turned his gaze back to Leanne and shrugged, "I don't know. We were just talking about things, and… I don't know."

"What were you talking about?" Tygra asked.

"Well…" Lion-O was unsure of what to say, since they had been speaking about Leanne's past, "Different things. Eventually, it got to this point where she asked me what I thought of her… and… I couldn't think of anything to say."

"You didn't _tell_ her that did you?" Tygra asked. Lion-O shrugged guiltily.

"Yeah…" Tygra shook his head with a sigh.

"Lion-O, when I girl asks you that," He began, "It's the _last_ thing they want to hear."

"I know, I know!" Lion-O said, "But she took it the wrong way. It wasn't that I didn't think anything of her at _all_. It's just… There are so many things I think about her, and I wasn't sure how to put it all into words." He looked over at his brother, "Does that make sense?"

Tygra sighed again, "By Thundera, you're an idiot." He looked at him, "Make sure you explain that next time. No wonder she's so mad at you."

"At least she's not mad enough to leave again." Lion-O said.

"Yeah, but that's not much better." Tygra said, "You know, you're a lot worse at this than I thought."

"At what?" Lion-O asked.

"Admitting that you like her." Tygra said bluntly, Lion-O blushed.

"O-Of course I like her!" Lion-O said quickly, making sure Leanne wouldn't hear him, "If I didn't like her, she wouldn't be here!"

"That's not what I meant, and you know it." Tygra said, Lion-O's blush deepened and he slumped his shoulders, "At this rate, you're better off finding another girl." He smirked, "And I wouldn't worry about Leanne, either. I'll take good care of her." Lion-O's head snapped up to him.

"What did you say?" He asked him.

"You heard me." Tygra said, still wearing that smirk, "If you don't hurry up and talk to her, I think I'll just take her for myself." Lion-O gaped at his brother as he left his side and went up to Leanne, starting a conversation that Lion-O couldn't hear. His insides boiled in jealousy as he saw Leanne smile at him. The smile that he wanted to see for _him_. The smile that _should_ be for him. The smile that showed genuine happiness and interest in what he was saying. Her perfect smile. Tygra had no right to see it, he had no right to steal that smile from him. Tygra smirked and glanced back at Lion-O when he said something that made Leanne laugh. He wore a look that silently said, _What are you gonna do about it?_

Lion-O glared back at him, _Challenge accepted._

* * *

><p>The man brought them to a small hut that resided a little ways outside of the village's city hall, just where he had said it would be. He gestured to the doorway.<p>

"He's just inside." He said, he turned and started walking away, "Have fun." Leanne waved goodbye to the man and walked up to the door, rapping her knuckles against the aged wood. She was surprised when a slit in the door opened and a pair of bright green eyes looked down at her.

"Yes? What is it? What you want?" The person asked, his voice slightly accented as he quickly spoke.

"Um…" Leanne was surprised by his sudden urgency for an answer.

"Speak up!" The person snapped, "Mistah Firsar have very busy schedule to keep! Why you here? What you want?"

"I-I'd like to see Firsar." Leanne said.

"No one see Mistah Firsar today." The person said, "Mistah Firsar very busy! He see no one!"

"But it's important!" Leanne said quickly.

"No!" The person snapped, he quickly shut the opening on the door. Leanne frowned angrily and knocked on the door, a bit harsher than she had before. The slit opened up and those same green eyes glared at her, "I told you! Mistah Firsar see no one today!"

"We're not leaving until we see him!" Leanne snapped.

"No!" The person snapped, shutting the slit again. Leanne, even more angered than before, pounded on the door with her fist. The slit opened again, and the green eyes were ablaze with anger, "I told you _no_!"

"I'm human, too!" Leanne shouted at him, "I want to see Firsar! And if you don't open this door, I'll break it down!" The blazing of their eyes stopped and they looked at Leanne quizzically.

"You human, too…?" He repeated quietly.

"Yes, and my friends and I would like to meet Firsar." Leanne said, gesturing to Tygra and Lion-O beside her, "So let us in!"

"…Be right back. Wait here, please." He shut the slit, much less harsher than before, and Leanne could hear his footsteps walking away from the door. She crossed her arms over her chest, looking at the door, hearing muffled voices speaking inside. One of the voices snapped something incoherent to the other, and the person's voice said something back in a shaky reply. She heard his footsteps coming back to the door and he opened the slit again, "Okay, Mistah Firsar say he see you tomorrow. But _just_ you! No ThunderCats."

"Why can't I bring my friends?" Leanne asked.

"Um…" The person glanced back at something, then looked back at her, "Mistah Firsar embarrassed about his appearance. Doesn't want to shame himself in front of them." The three of them shared unsure glances.

"Okay, I guess…" Leanne said slowly, "Then, what time should I come tomorrow?"

"Um…" The person glanced back again, then looked back at her, "Noon. You come at noon."

"Noon it is." Leanne said. She turned around and Tygra and Lion-O walked with her. The slit on the door shut, and the person looked back to a figure behind them.

"It is done." He said to them. The figure smirked.

"Good." The figure said, his voice deep.

* * *

><p>"<em>Tomorrow?<em>!" Panthro exclaimed, looking at the three of them, "We can't wait any longer! The first stone is only a day's trip away! And if we don't hurry, Mumm-Ra could have it before us!"

"Panthro, this is the first chance I've ever had of finding another human here!" Leanne countered, "This is important to me! Maybe, if I talk to him, I can figure out a way home, and once I do, I'll never bother you guys with this again!"

"I have to agree with Panthro." Cheetara said from where she was beside Panthro, "This guy just wants you, _alone_? I find that a little suspicious."

"He's probably just self-conscious! A lot of humans are like that!" Leanne said.

"So are a lot of other animals, but that doesn't make a difference here." Cheetara said firmly. Leanne frowned at her.

"I think it's cool!" WilyKat said, coming up beside Leanne, WilyKit coming up on her other side, "Another human on Third Earth sounds awesome!"

"Maybe this Firsar guy has the same powers as Leanne!" WilyKit said, "I bet we can recruit him to help us!"

Leanne smiled down at the twins, then looked back at the others, "They're on my side." She said, she looked over at Tygra, "What do you think?"

Tygra shrugged, "Honestly? I agree with Panthro, it might be a scam. I don't like it." Leanne groaned, "Look, if it makes you feel any better, we'll take a vote." He looked at the others, "All in favor of moving on to find the stone?" Cheetara, Panthro, and Tygra all lifted up their hands. Leanne only scowled at them. "All in favor of staying one more day for Leanne to meet this Firsar guy?" Leanne, WilyKit, and WilyKat raised their hands.

"It's tied." Leanne said unhappily.

Panthro looked over at Lion-O, "Looks like you're our tie breaker."

"Me?" Lion-O asked, pointing to himself.

"What do you think we should do, Lion-O?" Cheetara asked, "Stay here, or move on?" Lion-O looked at Cheetara, Panthro, and Tygra, then glanced at Leanne. He felt his heart soften at the sight of her silver eyes silently pleading with him, begging him to let her stay. He sighed.

"It's just one day." He said, reaching up behind him and rubbing the back of his neck, "I think we can afford one more night. We'll be prepared to leave once her visit is over." Leanne smiled brightly at him. Smiling that genuinely happy smile he wanted to see. She ran over and hugged him, reaching up on her tiptoes so she could wrap her arms around his neck, one of her feet up in the air.

"Thank you, thank you, thank you!" She said happily, holding him tight. Lion-O blushed at the sudden closeness he had to Leanne, and was about to return the embrace when she jumped away, "I'm going to get firewood for dinner tonight. Want to come with me, Tygra?" Lion-O's heart fell when she asked for his brother by name. Tygra went over to Leanne.

"Sure. Let's go." He and Leanne started walking side-by-side to the forest to get wood for tonight. Tygra looked over his shoulder and smirked at Lion-O, who growled lowly in his throat, glaring at him.

* * *

><p>The next morning, Leanne was the first to wake up, because she was so excited to meet Firsar, this other human that offered information to find her way home, if she was so lucky. Once she was dressed and prepared for the day, she started making breakfast for everyone, so she could keep her hands busy. The WilyKittens got up the minute they smelled the food cooking and helped her to prepare the food they wanted the way they liked it. Everyone slowly got up and ate the breakfast she had made, it wasn't a gourmet meal, but it was good enough for them to eat. Afterwards, everyone went about packing their things in preparation to leave once Leanne's visit was done.<p>

As everyone did different jobs, Lion-O couldn't help but notice how Leanne seemed to… well… glow. Not _glow_ as in, literally, glowing, but she seemed to be glowing with happiness. There was just some certain thing about her that made her stand out that day. He liked to see it, the only problem was that that glowing wasn't for him. It was for Firsar, and for her own way home. The thought of her leaving always depressed him a little, it had ever since she had first brought it up.

Before he knew it, noon had come, and Leanne set off for the village to see Firsar on her own. As she started walking away from camp, Lion-O ran after her.

"Leanne, hang on!" She stopped and turned to him as he came up to her, "There's something I need to say." Leanne crossed her arms, looking at him expectantly. She was still a little bit peeved about yesterday, he could tell. "I think there was a misunderstanding about when you asked me what I thought of you."

"I should hope so." Leanne replied.

"What I said that I couldn't think of anything didn't mean what you thought it meant." Lion-O said, "What I meant was…" He felt his face flushing as he tried to piece the words together, "I meant… Leanne… You're…" Leanne frowned as he couldn't seem to piece his words together.

"I don't speak gibberish." Leanne said, she turned to leave.

"No, wait!" Lion-O reached out and grabbed her wrist. She turned back at him with wide eyes, "Leanne… please, just listen." Leanne pulled her hand from his grasp, but turned to him, showing that she was willing to listen, "Look… I think you're… incredible. One of the most amazing people I've ever met." Leanne's harsh look softened as he spoke, "You're so smart, and so… well…" His blush deepened, "You're very beautiful." Leanne blushed a little, "And you've adapted so well to this new world that you're stuck in, and…" He sighed, "I just… I want you to know that I think the world of you. And it would be impossible for me to think anything else." Leanne blushed shyly, and found she couldn't meet Lion-O's eyes. It didn't matter to him, because he was too embarrassed to meet her eyes either.

"…Thank you, Lion-O." Leanne said, "I… That's very sweet, and… I'm glad you think that about me." Her cheeks still flushed, she turned around, "I'll be back in a couple hours." She walked away, heading for Firsar's home.

* * *

><p>Leanne knocked at Firsar's door as she had the other day, and again, the slit on the door was opened by the same person as before.<p>

"I'm here to—"

"You here to see Firsar. I know." The person said, interrupting her, "He waiting for you, come in." He closed the slit on the door, and Leanne was surprised to hear a large bolt unlocking on the other side of the door, as well as a separate lock, before it opened. Leanne stepped, a bit apprehensively, into the house. The door shut behind her, and the man did the bolt and the other lock again. As she looked him up and down, she saw that he was a duck man, in a way. He had a big, flat bill on his face, with bright green eyes, and white feathers covering him from his head, where a strange pair of black feathers resided, all the way down to his big, webbed, yellow feet. When he walked over to a nearby door that led to another room, his feet made a _fwap-fwap_ sound with each step. He stood in front of the door and held out a feathered hand. "Give me necklace."

"_Excuse me?_!" Leanne said, grasping at the Jewel of Omens around her neck.

"Mistah Firsar afraid of jewelry." The duck said, "If he see you with it, he have fit."

"How can someone be afraid of jewelry?" Leanne asked him, not believing him. The duck man only shrugged.

"Don't know, don't care." He held his hand out more, "Give."

"No way!" Leanne said, taking a step back.

"If you don't give, you can't see Mistah Firsar." The duck man said, Leanne frowned and looked down at the necklace. She looked back up at him.

"You promise not to let it out of your sight?" She asked him, the duck man nodded, "Swear you won't! This is very important!"

"I won't." The duck man swore. He held out his hand again, and Leanne reluctantly removed the Jewel of Omens from where it was. She dangled the necklace above his hand, and he was about to grab it, when she swiped it away.

"How do I know you're not lying?" She asked him.

"You just have to trust me!" The duck man snapped, "Now hand it over!"

"I can't just hide it in my pocket or something?" Leanne asked, "I can't let you just have this thing and trust you to keep it safe!"

"Oh, he'll keep it safe." A voice said from behind her, making Leanne freeze up, "But _you_ won't be." She was about to turn around and face this stranger, but something hit the back of her head, and suddenly, the world seemed to fade, and she fell to the ground, starting to black out. Just before her sight faded her, she saw the feet of the duck man on the floor, and the feet of another man.

"Nicely done, my friend…" The other person said. It was the only thing Leanne heard before losing consciousness.

* * *

><p>A few hours later, Leanne awoke, still in the hut, and her head was pounding. She groaned and tried to reach up to massage her temples to try and rid herself of the headache, but found she couldn't. She looked down at where her hands were, and saw that they were bound behind her in metal cuffs. She tried to pull her hands out of them, but it was a futile attempt. She started to get up to find help, but only succeeded in tripping and falling on the floor face-first. She looked down at her feet and saw that they were bound to a big, heavy, metal ball, and that she had tripped over it.<p>

"Well, look who's finally awake." Leanne's head snapped up and she saw the duck man from before, as well as an unfamiliar bear man who was sitting in a chair, looking down at her with a smirk.

"Who are you?" Leanne growled out, glaring at her captors.

"_Ooh_, so demanding. I guess I should answer." The bear man said mockingly, "If you must know, young lady, my name is Gaizkia, and this is Ahiru." He pointed to the smirking duck man behind her. He leaned down, his smirk showing all of his sharp teeth, "We're slave traders." Leanne's eyes widened and she struggled in her bonds, the bear laughed heartily, "Good luck trying to get yourself out! Those chains are infused with pure Thundrelium, one of the most powerful substances on the planet. You couldn't break through those chains if you had supernatural strength!" Leanne's eyes flashed as she remembered her ability to control fire, and how easily the metal would melt under it if she used it like a blow torch. She smirked.

"I may not be strong," She said, getting up into a sitting position, "But I know how to do something better." She took in a deep breath, prepared for fire to flow from her cheeks, but when she breathed out, she was surprised to see only breath come out in return. The bear and the duck looked down at her quizzically.

"Was that supposed to scare us?" Gaizkia asked. Leanne started to panic, suddenly realizing why she couldn't use fire.

"The Jewel…!" She frantically looked around for the Jewel of Omens, but finding it nowhere in sight until Gaizkia smirked again.

"Do you mean this?" He asked, holding up the Jewel of Omens by its chain in his claw. Leanne's eyes widened when she saw it in his hands, dangling there. He looked over it, "It's a very nice piece of jewelry. Should fetch a high price on the market." He looked at her leeringly, "As should _you_."  
>"Give it back!" Leanne growled, she was about to charge at him, but realized she was still bound, and didn't succeed in anything but falling on her face again. The bear and ducked both laughed at her expense, and she glared up at them from where she was on the floor, "That's the Jewel of Omens, you idiots! You have no clue what kind of power you're dealing with! Give it back to me!"<p>

"The Jewel of Omens, you say…?" Gaizkia asked, rubbing his furry, brown chin, "I think I've heard of that before…"

"I have, sir!" Ahiru said, "With that kind of power, this jewel is worth ten times what we thought it was!" The bear man smirked.

"What good news." He said, "Thanks for telling us, girl." Gaizkia stood up from his chair, "Ahiru, keep her bound to the wall while I call for some buyers." Ahiru saluted him.

"Yes, sir!" he said, his accent making it sound like 'yessa!' He went over to Leanne, and picked her up, still keeping her feet bound as he chained her wrists to a metal holder on the wall. "You bee good girl, now."

"Screw you!" Leanne growled at him, kicking his knee. Ahiru hissed, speaking in a language she didn't understand, but could only assume it was all various curses, as he hopped on his uninjured leg, holding his other. His green eyes glared down at her.

"You gonna pay for that!" He said angrily. Leanne glared back at him, ready for whatever he was going to bring at her.

* * *

><p>Lion-O looked up worriedly when he saw that sunset was approaching, and Leanne had yet to come back.<p>

"What could be taking her so long…?" Lion-O asked, looking out at where the town was.

"Maybe they're just having a long conversation." WilyKat said, trying to comfort Lion-O.

"Or maybe something bad has happened." Tygra said, coming up beside Lion-O. He turned his blue eyes to his brother, who looked back at him, "This was a bad idea from the beginning. We need to go and get her." Lion-O paused, thinking.

"…Let's give it a little longer." He said after a moment, "If Leanne's not in any danger, she'll be back before the sun sets."

"Lion-O!" Tygra snapped at him.

"Leanne can look after herself, Tygra." Lion-O said firmly, "She's able to handle whatever comes her way. I'm sure of it."

* * *

><p><em>God, I'm tired<em>. Leanne thought to herself as she moved her hands around in the cuffs. _I almost wish I was back in the other stuff. At least that way I'd be able to lie down._ She was pulled out of her thoughts when she saw Ahiru coming into the room, going over to a box where Gaizkia had put the Jewel of Omens. She looked at him oddly as he opened up the box, pulling out the necklace and gazing at it with greedy eyes.

"What are you doing?" Leanne asked him. Ahiru didn't answer as he stuck the necklace in his pocket and pulled out a small, red, glass orb and a tiny, yellow chain. He picked up the box and walked over to her, dropping the box at her side with a loud clatter, and shattering the glass orb just beside it. Then he dropped to the floor, cursing wildly in a language she didn't know as he held his leg. Within moments, Gaizkia came running in.

"What happened?" He demanded.

"I so sorry, Gaizkia." Ahiru said, "I was moving the necklace to the safe so it could be protected from thieves, but the girl," He sent a pointed glare to Leanne, "Tripped me." He rolled to the side, showing the remains of the glass orb and the small chain, "She broke the necklace." Gaizkia glared at Leanne and growled lowly in his throat.

"You little bitch!" He grabbed her by the front of her clothing and held up a clawed hand, "I'll kill you!"

"Wait, wait, I didn't break it!" Leanne said quickly, "He stole it, and made it look like I broke it!"

"She lies!" Ahiru said quickly.

"Ahiru would never double-cross me like that!" Gaizkia said, raising his claw up high.

"Check his pockets if you don't believe me!" Leanne said, Gaizkia's claw stopped. He looked over at Ahiru, who jumped at the sight of his attention being turned to him.

"Wha— You're not going to believe some prisoner over me, are you?" He demanded. Gaizkia stood up, his body towering over Ahiru's.

"Show me everything in your pockets." He ordered, his voice low. When Ahiru didn't move, Gaizkia snarled and grabbed him by his ankles and held him upside-down, shaking him, all the while he was saying something in that other language again. It only took a second for the Jewel of Omens to fall from his pockets and onto the floor. Once it had, Gaizkia dropped the duck aside and reached for it, growling angrily. "You did have it! You dirty traitor!"

"You always take the bigger cut!" Ahiru said, "Why do I have to get stuck with the small pickings while _you_ rake it in?"

Leanne could tell this wasn't going to end well.

* * *

><p>All of the ThunderCats walked through the village, the sun just dipping below the horizon in the distance.<p>

"Where did you say Firsar's house was?" WilyKit asked as they walked away from the village and to the small hut.

"It's right here." Lion-O said, gesturing to the house. His blood ran cold when he heard a loud, shrill scream broke through the air. He pulled out his sword and everyone ran towards the hut. When the door wouldn't open for them, Lion-O broke through the door, shouting, "Leanne!" When he came inside, he was surprised at what he saw.

Two animals, a bear and a duck, lay dead on the floor, the duck's hand grasping a knife, and the bear's claws out. Both of them were covered in their own blood. Lion-O looked over at Leanne, and saw that her silver eyes were wide, her entire body shaking in fear as she looked at the two bodies, eyes streaming tears down her cheeks, her own body covered in their blood. Lion-O went over to her, and the moment his hand touched her skin, she jumped, and started flailing.

"No! No! _No_!" She started screaming, trying to get away from him, "Get away!"

"Leanne!" Lion-O said, reaching out and putting his hands on her shoulders, trying to calm her, "Leanne, it's me! It's Lion-O!" At his name, Leanne seemed to calm down, but she still shook, and she still shed tears, "It's me. No one will hurt you. You're okay." Leanne looked up at him, and Lion-O's heart clenched painfully when he saw how scared she looked. She reminded him of a small child, or some kind of delicate porcelain doll that would break into a thousand pieces if he didn't hold her together.

"Lion-O…" Her voice came out half-spoken, half-sobbed. Immediately, Lion-O held her close, and she cried into his shoulder. He reached up and used his sword, which was now smaller, to release her from the cuffs on the wall. Once her hands were free, she reached for him, tightly gripping at his clothes, still crying. Lion-O reached up, gently stroking her black hair and whispering words of comfort as she sobbed, completely forgetting about the others who were with him. Reaching down, he hooked his arms beneath the bend of her legs and behind her back and lifted her up. She clung to him tightly, squeezing her eyes shut so she wouldn't have to see the blood around her. The other ThunderCats watched with wide eyes as Lion-O carried her out of the hut and back to camp bridal style. As they walked, no one said a word. The ThunderCats didn't say anything because they sensed this was not the time to speak, and Lion-O didn't say anything to Leanne other than different murmurs to try and comfort her. Leanne didn't say anything because she was too afraid to open her eyes, she kept remembering that night. The night she had the cross carved into her back. Every now and then, the memory would become too real and she would whimper as her body remembered the pain of the knife in her back. Lion-O kept her close to him the entire time, and when she would let out that whimpering noise, he would rub her shoulder as best he could with the hand on her back.

When they all arrived at camp, Lion-O headed straight for a nearby river, only turning around once to ask Cheetara to get some spare clothes for Leanne to wear. She got some of Leanne's spare clothes and handed them to Lion-O, who thanked her. Leanne, very carefully, took the clothes and got rid of the ones stained in blood. When she was done, Lion-O had her come over to the river and began gently washing her face of any blood that was on it. The entire time, Leanne quivered fearfully.

"Leanne?" Lion-O asked softly after a moment, seeing as how she wasn't as terrified as before. She looked up at him, and again, he saw that porcelain doll look in her eyes, "Are you okay?"

"…I will be." Leanne said quietly, "You know… I-It might take a bit for me to… get over that, so…"

"I know." Lion-O said, gently cleaning her face of the last of the blood, "Are you okay enough now to tell me what happened?" Leanne nodded.

"Well… For starters, there was no Firsar." Leanne said, "There never was. It was just a trick to lure people in. They knocked me unconscious, and when I woke up, I had chains on my hands and on my feet."

"Why couldn't you free yourself?" Lion-O asked, his hand gently rubbing off some part of the blood from her cheek.

"I had been stupid enough to take off the Jewel of Omens." Leanne said, "And before I could put it back, they had knocked me out. They told me they were going to sell it _and_ me to the highest bidder." She groaned, putting her hand to her forehead, "I feel like such an _idiot_…"

"Don't start that." Lion-O said firmly, Leanne looked up at him, "You're not an idiot, a lot of people could have been tricked that way."

"I know, I'm not blaming myself…" Leanne said, she reached up and tucked some of her dark hair behind her ear, "Anyway, after a while, one of them took the Jewel of Omens from where they had hid it. I told the other guy, and they started shouting at each other, then it turned to punching, and then one of them pulled out a knife and…" She took a shaky breath in, and Lion-O put his hand on her shoulder, "Well… I think you can guess what happened from there."

"Yeah." Lion-O said, he pulled his hand away, but Leanne reached out and took it in her own, holding onto it. Lion-O made no protest against it. "Well, you're all cleaned off." Leanne nodded, "We're staying one more night before we go after the stone. Are you sure you're going to be okay?" Leanne nodded again.

"I… I might have a nightmare or something, but I'll be okay…" She said, she stood up and Lion-O stood up with her.

"Do you want me to sleep beside you?" Lion-O asked, Leanne looked up at him, and gave him a soft smile. It was a genuine smile, but Lion-O didn't like it. It showed that she was grateful to him for offering, but the smile held so much fear and apprehension in it. It wasn't like her to make that smile. He hated it on her lovely face.

"You don't have to." She said softly.

"I want to." Lion-O said, Leanne looked up at him, that smile he hated disappearing. She just looked slightly surprised at his words. Lion-O couldn't help but notice that, what with now that they were both standing, and with Leanne still holding his hand, how close they were to each other. His eyes traveled briefly from her silver ones down to her lips, as her eyes did to him. Slowly, carefully, they both began to lean in. Lion-O could hear his heart pounding in his ears as he got closer, Leanne's lips coming closer to his own. Was this really happening? Was he really going to kiss Leanne? Was he dreaming? He _knew_ he wasn't dreaming. This was real. It was really happening. He and Leanne were going to kiss. Every part of Leanne became hyper aware of Lion-O as she leaned into him. She could hear his soft breath, and she saw the way his lips parted slightly in anticipation. She felt his hand, warm and comforting, still wrapped around her own hand. She leaned in closer, her heart beating fast as she kept getting closer to him.

But, this moment was interrupted when Snarf came barreling through the bushes towards them. They immediately jumped apart, their hands releasing their hold on the other's, as he ran up to Leanne, jumping up at her feet into her arms.

"Hey Snarf." She greeted with a smile. Snarf mewed worriedly, and gently nuzzled her shoulder, "Don't worry, I'm fine." She smiled at Lion-O, "I'll see you at camp." She walked back to the campsite, Snarf resting in her arms, and Lion-O sighed, running his hand through his red hair.

* * *

><p>That evening, Leanne ate her dinner, and chatted with the others, acting as if everything was perfectly normal and she hadn't gone through that traumatic experience. No one said anything about it, not wanting to upset her again. Once dinner was through, and everyone had said their goodnights, Leanne went to her sleeping bag and got comfortable. Lion-O watched her worriedly until he was sure that she was asleep, her chest rising and falling softly with each breath. He didn't go to sleep right away, though. He made sure to keep his senses alert, should Leanne awake in the middle of the night from a nightmare.<p>

About two hours after everyone had gone to bed, Leanne jumped up, completely awake, breathing slightly labored, and in a cold sweat. Lion-O saw her get up from her sleeping bag, and head to the river. He got up and followed her to find that she was washing her face in the cold water.

"Leanne?" She looked up at him, not afraid of him, but surprised that he was there, "Are you all right?"

She nodded, "For the most part…" She dipped her hands in the water again and covered her face in it, "I told you I might have nightmares, and I did." Lion-O came over and knelt beside her as she leaned back from the river. She gave a small laugh, "You know, sometimes, when I was younger, and I woke up from those nightmares, I would scream, even though I had no reason to, just so my mother would come rushing in and… well, hold me. I just wanted some comfort after something like that, and I was too tired to try and leave my bed." Lion-O went over to her, and Leanne was surprised when he wrapped his arms around her, and cradled her to his body. She blushed a dark shade of red.

"You said you wanted to be held, right?" Lion-O asked quietly, his own face flushing, "Did she do it like this?"

"Y-Yeah…" Leanne mumbled, she leaned into Lion-O. Without realizing it, she took in his scent, which reminded her of the outdoors, and the tiniest bit of oil because he messed with around with various pieces of technology when he got the chance. She smiled to herself and inconspicuously pressed her ear against his chest, and heard how fast his heart was beating. She let a soft laugh escape her lips at the sound of it.

"Leanne…" The way Lion-O spoke her name made her look up at him. When her eyes locked with his, she found that she couldn't turn away from him. "…I…I think I might kiss you…" His cheeks were red when he said this, and so were hers, "Would you stop me if I did?"

Leanne kept her silver eyes on his, she heard her heart pounding in her ears. Tentatively, she reached out and rested her hand on Lion-O's chest, feeling his heart. She was amazed when her heart seemed to match with his. She knew her answer, "…No, I wouldn't."

Lion-O leaned in, and pressed his lips to hers. Leanne was surprised that there was no fur on his lips, it only seemed to be bare skin. She could feel the warmth of them, and felt warmed herself. She leaned in, kissing him back. Lion-O felt his heart soar when she returned the kiss. Leanne's lips felt so soft against his own, and he could, just barely, hear her heart pounding away, or maybe that was his own. He wasn't sure anymore, all he cared about was that right now, at this very moment, he was sharing a kiss with Leanne. He reached up and placed his hand at her neck, his fingers brushing her jaw. The kiss was everything the other had hoped it to be. Although there were no fireworks behind their closed eyes, and there was no angelic music playing in the distance, it was perfect. It seemed that their lips fit the others seamlessly. It was the most blissful moment of either of their lives.

Lion-O pulled away from her slowly, his blue eyes meeting her slightly glazed silver ones. The glazing went away as he face flushed more than it had before, and she smiled shyly at him. He smiled back.

"Feel better?" He asked. Leanne nodded.

"Yeah… Let's… go back to camp." She stood up, and Lion-O followed her. He linked his fingers through hers, and she held onto his hand as they went back to the campsite.

* * *

><p><strong>Well, did you guess it? You get cyber cookies if you did!<strong>

**Also, if anyone is interested, I posted a one-shot of a ThunderCats/Lion King crossover, just because I love the characters in it. X3**

**I'm such a nerrrrrd.**

**Love y'all sooo much!**


	14. Sight Beyond Sight

14

Leanne sat next to Lion-O, their hands linked together between them, as they rode in the Thunder Tank. Tygra sat on her other side, and he could see their joined hands. He glanced up at Lion-O, who gave him a victorious smirk. Tygra only frowned, saying nothing. A 'blip' was heard and Panthro's face came up on a small screen in the tank.

"Book says the Stone is dead ahead." Panthro told them with a grin. Lion-O got up from his place beside Leanne and went up to the screen.

"Then how about getting this hunk of junk moving, Panthro?" Lion-O asked excitedly. Panthro frowned.

"I'm not about to blow out the samouflange again just because you've got no patience." Panthro said, "Slow and steady wins the race, kid." The screen went black, another way of saying that conversation was over.

"Race?" Tygra repeated, standing up and looking at Lion-O with a smirk, "Now that's an idea."

Lion-O smirked back, "You're on." They both pressed a button on the wall with their paws, making two panels at the top of the tank open up. They both jumped through them and ran out to the front wheels of the tank. Leanne and Cheetara pulled their heads out to watch as they opened up part of the front, showing that there were two motorcycles on either side of the tank. They opened them up and jumped into the seats. Lion-O looked over at his brother, "You sure you want to embarrass yourself, Tygra?"

"You've never beaten me at anything in your life!" Tygra shouted back. The tops of the motorcycles closed and powered up, small sparks coming from where they were attached to the tank as they prepared to separate from it.

"On three, then." Lion-O said through a communicator to Tygra.

Tygra started counting, "One, two," Lion-O sped off from the tank. Tygra sighed, "Three…" He sped off, catching up to Lion-O. The WilyKittens watched them round a corner, and looked up at Panthro.

"They're beating us!" WilyKit said with a pout. Panthro looked over at them.

"They're _not_ beating us," He said, "Because _we're_ not racing." The twins and Snarf pouted sadly.

"What Panthro is trying to say, kids," Cheetara said from the open panel at the top of the tank, "Is that_ he_ doesn't mind losing."

"Oh, _burn_! Ha, ha!" Leanne laughed out from beside her. Panthro scowled at them, then looked ahead at the dust trail Lion-O and Tygra were leaving behind them. Not one to turn down a challenge, he smirked.

"Hold on, it's about to get bumpy!" He had the tank speed up and it shot forward with a lurch, sending the WilyKittens and Snarf into the back of their seats, and make Cheetara and Leanne temporarily lose their balance and almost fell back into the tank, but they quickly got back up and watched as he sped up, getting closer to the two speeding cycles as they went through a canyon.

"Faster! Faster!" The WilyKittens chanted, wanting to catch up to Lion-O and Tygra.

"It's looking like slow and steady," Cheetara said, "_Doesn't_ win the race." Leanne's eyes flashed and a grin crossed her face. She leaned over and whispered something in Cheetara's ear, and she grinned. Both girls got up and hopped out on the front of the tank.

"Where are you going?" Panthro asked when he saw them on his hood.

"To give these boys some _real_ competition." Leanne said with a smirk. Cheetara hopped off the tank and sped off on foot. Leanne jumped up, and yelped when her attempt to fly ended up with her going the wrong way. WilyKat and WilyKit looked back, wondering if she had gotten hurt, and jumped back when they saw her fly up beside their window with a sheepish smile. "I'm okay!" She flew off, joining Cheetara as she passed by the two cycles. Tygra and Cheetara gaped at the sight of them going past them. Cheetara smirked when she got ahead of the two boys, and Leanne smirked, sticking out her tongue and winking at them as she started to beat them all. Lion-O smirked at her when he saw her mock-salute him.

"You wanna see fast?" He had the motorcycle speed ahead of them with a lurch, Tygra doing the same, passing the two girls.

Not too far behind them, Panthro smirked as he was catching up to them.

"I got my baby humming now!" He said, "Listen to her purr!"

"Will this make us go faster?" WilyKat asked, reaching out to press a big, red button. Panthro's smirk disappeared from his face.

"_Don't touch that_!" Panthro said quickly, but WilyKat's finger had already pressed it. A part of the tank opened up, shooting out a huge multitude of rockets.

"Uh…" WilyKat pointed to his sister, "She did it." WilyKit shook her head at the sudden accusation, telling him she didn't do it. Panthro growled, scowling at the twins.

Up ahead, the rockets took the group ahead as enemies, so they made them their targets. Tygra was the first to notice it, seeing the multiple rockets on the motorcycle's radar

"Incoming!" He shouted in warning to Lion-O over their communicators. Leanne and Cheetara didn't hear them because they were outside the cycles, but when they heard the sound of explosions behind them from the rockets hitting the canyon walls behind them, they kicked into high gear. Leanne soared up high, a few of the rockets following her as she did, trying to get rid of them, she flew around in a fast circle, making a couple of them crash into each other and go off at the impact. Leanne smirked to herself and went to go help the others. She was about to go help Lion-O, when he rode up one of the canyon walls, as did Tygra as Cheetara ran up them, and jumped off onto the higher ground into a slightly forested area. The rockets went into the ground and in the trees, missing Lion-O completely as he skidded to a stop to try and turn around.

"That's cheating!" He shouted. He quickly turned the motorcycle around but found that Tygra had already beaten him to the place where the stone was.

"Winner, and _still_ champion." Tygra said smugly to him once he came up beside him. Cheetara and Leanne came only a moment later. Leanne yelped when her landing wasn't quite as clean as she hoped it would be, and landing tumbling on the ground, her head hitting against a large, round statue. She hissed in pain, curling up into a ball as she held her head.

"You okay?" Lion-O asked, coming up to her. Leanne sat up, holding the spot she had hit.

"Yeah," She said, standing up and dusting herself of any dirt, "I just need to find a way to stabilize a flight pattern if I'm ever gonna go that fast again." She looked up at what she had hit, and her eyes widened at the strange statue. It was in a huge, oval shape, at least fifty feet tall, and it depicted what looked like an elephant, with long nose and fat limbs. Only a moment later were they joined by Panthro in the Thunder Tank, and they all looked up in awe at the huge set of stairs before them. It led up to the top of what was either a small mountain, or a large hill.

"Check _this_ out." Lion-O said when he saw it. The WilyKittens ran up to the stairs, Snarf beside them.

"Dude…" Leanne breathed in awe. WilyKat glanced over at his sister and smirked.

"Race you to the top?" He asked her, she stopped her gaping and smirked at her brother.

"You're on!" They started dashing up the stairs as fast as they could. Leanne watched them go up with a grin before heading up after them, the others coming with her.

"It's amazing how much energy they have." Leanne said as she saw WilyKit push her brother to the side so she could get ahead of him. WilyKat ran up after her, shouting about foul play.

"Well, when you're young," Cheetara said from beside her, "You have all the energy you could ever need for anything."

Leanne nodded in agreement.

* * *

><p>After climbing to the top of the stairs, they saw a huge gate waiting for them at the top, with unusual designs decorating its stone walls. Leanne gave a low whistle in appreciation at the sight of it. Everyone walked through the gates, looking around at the huge buildings that were on the other side.<p>

"Everything's so… big." Lion-O said as he looked around, his eyes widened when he saw a group of elephants in the middle of the village, sitting still in the middle of a stone circle surrounded by a lily pond.

"Including the residents." Tygra said when he saw them. They were all dressed in robes, sitting cross-legged, eyes shut, and hands together in front of them. They crossed the small bridge over the lily pond and went over to them, none of them acknowledged their presence. Lion-O cleared his throat to try and get them to notice them, but they did nothing.

"Uh, excuse me?" Lion-O said, trying to get their attention again, but it didn't do anything. "_Hello?_!" The elephants all jumped at his loud voice, looking around them. Lion-O smiled sheepishly, "Sorry." He stepped forward, "I am Lion-O, Lord of the ThunderCats." The elephants stood up, and they all gawked at their height, which was around ten feet.

"I am Aburn." One elephant dressed in an orange robe said, "And you are?" Lion-O looked at him oddly.

"Uh… Name's Lion-O, Lord of the ThunderCats." Lion-O repeated.

"Welcome Lionel." Aburn said with a friendly smile.

"Lion_-O_." He corrected.

"How can we assist you?" Aburn asked.

"We're looking for a magical stone." Lion-O said.

"We believe it's somewhere in your village." Cheetara said, gesturing to the large village around them.

"What is?" Aburn asked.

"Kind of forgetful, isn't he?" WilyKat muttered to his sister.

"I think he's cute." WilyKit said, smiling up at Aburn.

"Listen, Aburn," Lion-O began, "We're looking for a stone that looks like this." He tapped the Eye of Thundera on his gauntlet that rested on his waist.

"When did you lose it?" Aburn asked

"We didn't lose it." Leanne said.

"So… You have it?" Aburn asked.

"No, we're _looking_ for it." Tygra said.

"And… what is it exactly you are looking for?" Aburn asked, Leanne groaned, smacking her forehead with her hand. Panthro sighed, shaking his head.

"You gotta be kidding me…" He muttered. Everyone heard a rhythmic bumping through the ground, and looked to see another elephant approaching them, he looked much older, and was dressed in robes different from the other elephants around him, walking with a large staff.

"I can't remember the last time I saw a cat in these parts." He said, looking over them, his eyes resting on Leanne, "And I can't seem to recall anyone like you before." Leanne scowled, crossing her arms across her chest.

"You know, this whole never-seen-your-kind-before shtick is starting to get _old_." She said, "And with _your_ memory, I'd be surprised if you remembered what you had for breakfast!"

"Yes, Anet," Aburn said, turning to him, "They are looking for… Uh…" He paused, and then turned back to the cats, "What were you looking for, Lion-Lord?"

"_**The stone!**_" Everyone said at once.

"If it is the Spirit Stone you seek, then you've come to the right place. We have it here." Anet said to them, "Or… we _did_. Once… Maybe?" He smiled sheepishly, "I'm afraid our memory is not as great as our size. But, please, feel free to have a look around." Lion-O turned and looked around, wondering where they should start their search. Anet laughed, "No, no. Not with _those_ eyes. With _that_ one." He pointed to the Sword of Omens resting in Lion-O's gauntlet on his waist. Lion-O looked at him in surprise, "Yes, I can sense its power. Come with me." He looked to Leanne, "And you as well." Leanne and Lion-O shared a surprised glance before they followed him to a secluded part of the village.

"Why did you bring both of us?" Leanne asked him once they had arrived there, "I mean, I can understand Lion-O coming, but_ me_?"

"You two both have special power that is granted by the stone you share." Leanne looked down at the Jewel of Omens around her neck and Lion-O looked at his sword.

"That's right." Lion-O looked over at Leanne, "Between the two of us, we both have the War Stone."

"Oh yeah…" Leanne said, "I'd forgotten about that."

"And you should know that the sword's power cannot be fully achieved unless it is brought together." Anet said. They both looked at him oddly.

"I'm lost." Leanne said.

"What do you mean by that?" Lion-O asked him.

"In order for the Sword of Omens power to be fully achieved," Anet said, "Both parts of the stone must be together. Your powers must combine in order for it to be at its strongest." Leanne and Lion-O shared a glance.

"How do we combine our powers?" Leanne asked him.

"Your souls must be in harmony with one another, as well as with the stone." Anet said.

"…What?" Leanne looked at him blankly, unsure of what he meant.

"I have an idea." Lion-O said, he pulled out his sword and lengthened it, he held out his hand, "Give me the Jewel." Leanne reached up to undo the chain around her neck.

"No, that is not how it is done." Anet said, the two teenagers looked up at him curiously. "Leanne, was it?" She nodded her head, "Your powers must be combined with his, and only _you_ can use the Jewel of Omens. No animal can try and succeed." Leanne lowered her hands from her neck.

"Okay, then we'll try something else." Leanne said, Lion-O held up the sword, ready to use sight beyond sight, and Leanne reached up, putting one hand on the hilt of the sword, her fingers overlapping Lion-O's hand on the sword.

"Sword of Omens—" Anet cut Lion-O off.

"_Together_." He said, gesturing to Leanne. She looked at Lion-O and shrugged.

"Sword of Omens," They said simultaneously, "Give me sight beyond sight." The hilt's edges extended, curling around both of their eyes, and they were both surprised when the same vision filled their sight. They could see the Spirit Stone floating around in the darkness somewhere, then the vision stopped. Leanne and Lion-O looked at each other in surprise.

"That's the first time the sword's shown me the stone." Lion-O said in surprise.

"You see?" Anet said to them, "Divided, the power of the stone you both bear is flawed, and weak, but _together_, it is strong."

"So, I guess we need to spend a lot more time together, huh?" Lion-O said with a grin. Leanne glared at him, but grinned, showing that she wasn't angry with him.

"Cheeky." She said, she patted Lion-O's cheek when she said this. Lion-O grinned and swatted her hand away from him.

"Let's do it again." Lion-O said, Leanne nodded in agreement. Although it was great that they had seen the stone through the sword, they needed to know where it was.

"Sword of Omens, give me sight beyond sight." They said, only to see the same vision again. The stone itself, but no clue as to where it was, they could still only see it floating in darkness.

"Did you see where it was?" Anet asked.

"No, we just saw the stone again." Leanne said, looking up at the elephant.

"Try once more." Anet said, "And this time, work with the stone." They both nodded and tried again, only to see the same vision.

"Why isn't this working?" Lion-O asked in frustration, "The sword only shows us the stone, not where it _is_."

"Because you are not in harmony with your sword." Anet said, "Leanne has already become in harmony with her part of the stone." Leanne looked at him in surprise.

"I have?" She asked him.

"Yes, you have." Anet said, "You are able to flawlessly use its power, aren't you?"

"Well, not _flawlessly_…" Leanne muttered, remembering her fall from earlier that day.

"Your sword is more than a tool, Lion-O." Anet said, turning to him, "It is a part of you. Try again." Lion-O and Leanne's eyes locked, and they both reached for the sword.

"Sword of Omens," They said, "Give me sight beyond sight." Again, they saw the stone floating in darkness, but this time, the vision was cut short because of a loud buzzing that filled their ears.

"I can't concentrate with all that noise!" Lion-O said in frustration, "What is it?"

"The raiths!" Anet said worriedly when he heard it, "They come from the hills for the harvest!" He looked out over the mountain the village rested on, and a huge stream of large bugs came flying towards them. Leanne couldn't help but be reminded of a locust swarm when she saw them flying over the village.

"Whiskers…" Lion-O muttered when he saw them. As the raiths flew over the village, the youngest elephants ran to their parents to hide from the bugs as they flew towards a stone building that Leanne had seen the elephants carrying baskets of fruit into. They went through the open entrance of the building and moments later came out, a huge number of them at a time carrying one of the large baskets. Lion-O and Leanne ran over to where the other cats were, preparing to help the elephants in getting their food back. When they looked over at the elephants, they were all surprised to see that they were in the same positions they had been in when they first came to the village. Sitting with legs crossed, hands together, and eyes closed, looking peaceful.

"Why are they just sitting there?" Panthro growled over the loud buzzing the raiths made.

"I think they're… meditating." Tygra said.

Lion-O went up to Aburn, "Aren't you gonna do anything?"

"But we are." Aburn said, "We are _understanding_."

"Well, the ThunderCats handle things a little differently." Lion-O said, he reached into his gauntlet and pulled out his sword, "ThunderCats! _Ho_!" He ran towards the raiths, and every pulled out their weapons, using them against the raiths, trying to scare them away as they swatted at them again and again. Lion-O used his sword, cutting a few of them in half, Cheetara used her staff to knock them away two at a time, Tygra's whip seemed to be doing some damage, taking out about five raiths in one swing, Panthro's nun-chucks were taking out a few of them, but Leanne's wind attacks on the bugs seemed to be doing the most damage, blowing them up and away from the village. As they fought, the deafening sound of the raith's buzzing surrounded them, making it difficult for them to hear anything else, not that the elephant's meditation was very loud. Their attacks, while helpful, didn't take out any of the raiths carrying the baskets of fruit. As they began to fly up higher than where any of them (Leanne excluded) could reach, Lion-O jumped up and sliced through one of the baskets. The fruits fell from the broken basket onto the ground. The others buzzed off into the sky, carrying the rest.

"Have 'em on the run, now!" Panthro said as he watched them fly away.

"Yeah… But they got what they came for." Lion-O said, glaring up at the insects. Anet, once the raiths were gone, came towards Lion-O, who looked up at him apologetically. "They wiped out your harvest."

"They took _most_ of our food," Anet said, "But not _all_ of our food. We still have enough to survive."

"I can't believe how calm you are about this." Leanne said, coming up beside Lion-O, "After all the hard work you put into harvesting that food, only to have those things come and take it from you? I'd be pissed out of my mind and going out for raith blood!" She crossed her arms, "Either you've already forgotten about it, or you have the patience of a saint."

Anet said nothing as he reached down with his trunk and picked up one of the fallen fruits. He held up in front of Leanne and Lion-O.

"In order to get the water it needs to thrive," Anet began, "This fruit suffers the storms. We, too, must endure hardships to live." He lowered his trunk and put the fruit in Leanne's hands. "Such is the balance of the world." He turned to Lion-O, who looked up at the large elephant, "Remember, work in harmony with your sword. Allow the bigger picture to emerge." He smiled at him, "Keep practicing." Leanne, dusting the fruit off of any dirt that was on it, took a big bite out of the orange fruit, and was surprised at how juicy and sweet the fruit was, if not a tad bit tart.

She was so focused on trying to keep the fruit juice from spilling out of her cheeks, she didn't hear Lion-O mutter, "If he's not going to do something about the raiths, then I will."

* * *

><p>Leanne swung her legs back and forth as she sat on a wall that overlooked the elephants as they were meditating, for, like, the hundredth time that day. As she came to learn, it was normal for elephants to spend the majority of their days in meditation. It turns out that, if an elephant could spend an entire day in a complete state of meditation, it meant that he was very in balance with the world, and it was an honor to be deemed such. If an elephant didn't meditate for an entire day, then they filled the rest of their time with menial chores, such as cleaning, gardening, washing their clothes, or anything else that needed to be done on a daily basis. The elephants, from what Leanne could tell, lived very peaceful, calm lives. She knew in the pit of her gut that once she and the cats got involved, this peaceful way of life might change. It saddened her a little to think that they were taking away peace from the elephants with their war with Mumm-Ra, but she knew that if they didn't, there was a good chance Mumm-Ra might conquer the world before they have a chance to stop him.<p>

"Hey." She was pulled out of her thoughts by someone's voice. She turned around to look on the other side of the wall she sat on, and looked down to see Tygra looking up at her, "What are you doing?" Leanne shrugged.

"Nothing." She replied, "Just thinking, I guess."

"Mind if I join you?" He asked, Leanne shook her head.

"Come on up." She leaned down and lent him her hand to help pull him up. Tygra took it and she yanked him up so he could sit beside her on the wall. He hung onto her hand when he swung his legs over the side, doing the same as her. When Leanne pulled her hand away, Tygra released it.

"So," Tygra began with a grin, "How are things?"

Leanne looked at him oddly, not used to having a casual conversation of any kind with the tiger, "Um… pretty good. You?"

"They could be better." Tygra said, Leanne looked at him.

"Something wrong?" She asked.

"Yeah," Tygra gave her a serious look, "You could be home." Leanne scowled.

"Oh, so you just came over here to insult me, is that it?" She said.

"No, you misunderstood me." Tygra said, "I'm saying, if I were in charge, I'd make sure you got home, a place you clearly want to be, and not completely forget about the mission altogether." Leanne blinked at Tygra in surprise. Once. Twice.

"That's… really thoughtful of you, Tygra." Leanne said, "And, as much as I appreciate that thought, I wouldn't ask Lion-O to drop everything so we could focus on getting me home."

"Always so considerate." Tygra said, "An admirable trait." Leanne quirked an eyebrow at him.

"Any particular reason you're bringing up this conversation?" Leanne asked him, curious to his odd behavior towards her.

"I just want to know what you think of Lion-O." Tygra said casually, but Leanne got the feeling his intent was anything _but_ casual.

"I think Lion-O is a good leader, and a great guy." Leanne said, she blushed a little as she remembered the kiss they shared, and said quietly under her breath, "…And a good kisser." Tygra heard the mumbling, but didn't understand it.

"What was that?" He asked.

"Nothing." Leanne replied, a little too quickly for Tygra's tastes, but said nothing about it.

"And… what do you think of _me_?" Tygra asked with a grin, Leanne gave him a look.

"I think you're an arrogant moron." She replied, laughing a little when Tygra's face fell, "But, if it makes you feel any better, I think somewhere deep, deep, _deep_ inside you is a half-decent guy."

"Gee, that makes me feel _so_ much better." Tygra said sarcastically. Leanne laughed again. Tygra didn't laugh, he only gazed at her. Once her laughter had died down, he spoke again, "Leanne… I'd like to… apologize."

Leanne looked at him in surprise, "Apologize for what?"

"When we first met, and for a while after that," Tygra began, "I was kind of jerk to you. Well, actually, I should say I was a big jerk, and… I'm sorry for that."

"Wow, Tygra." Leanne said with a smile, leaning back on her hands on the wall, "This is very big of you."

"Hopefully, you understand why I was such a jerk." Tygra said. After a moment of thought, Leanne nodded.

"I think so." She said, "I was something you had never seen before. You had every right to be suspicious, even if it did tick me off a little." Tygra nodded, looking towards the ground below them. Leanne's smile grew as she looked at him. She knew that apologizing wasn't something he was used to doing, and to actually apologize to her like this was difficult for him and his pride. She reached over and patted his shoulder in a friendly way, making him look up at her, "Thanks for sucking in your pride and saying sorry. I really appreciate it."

Tygra nodded, "I'm glad." He grinned at her, "You hungry?"

Leanne shrugged, "A little bit. Why?"

"I was going to go grab some food." Tygra said, he hopped down from the wall and looked up at her, "You coming?"

"Sure." Leanne said, she hopped down from the wall and walked by him as they went over to where the elephants had been kind enough to give them some of their food for their meal that night. As they walked through the village, Leanne saw Cheetara perfecting her skills with her staff, and she happened to glance over at them. Her eyes widened for a second at the sight of them together, and Leanne waved at her with a smile, oblivious to her shock. Leanne looked around the village curiously, easily finding Panthro, Snarf, and the WilyKittens, but Lion-O was nowhere in sight. "Hey, where's Lion-O?" Tygra looked back at her as they walked.

"He took off a while ago." He said, "Said something about dealing with the raiths."

"Oh." Leanne said, "Well, hopefully he won't do anything to kill himself."

"I somehow doubt that." Tygra said, Leanne nudged him.

"Lion-O's stronger than you think he is." She said.

"So _you_ think." Tygra replied, Leanne rolled her eyes.

"Let's just eat, I'm hungry." She walked ahead of him to where some of the harvested fruit was and picked one up, happily taking a bite out of it as Tygra did the same with his own fruit.

* * *

><p>As dusk fell over the village, Leanne found herself sitting with WilyKat and WilyKit as the elephants meditated not too far away, however, this late in the day, most of them were preparing for when the night would come. She sat, listening as WilyKit played out a tune on her unusual instrument, that same wonderful tune she always played that was beautiful, but was a bit melancholic as well.<p>

Apparently, Leanne wasn't the only one to notice as Aburn walked over to them.

"That song you are playing," He began, looking down at WilyKit, who stopped to look up at him, "It's very… sad."

"It's a lullaby." WilyKit explained to him. Leanne looked at her in surprise, so that's what it was, she had always wondered.

"Our mother used to hum it to us." WilyKat said. Leanne frowned sadly at the mention of their mother. She couldn't help but wonder what her own mother was doing at that moment…

"While you miss her greatly," Aburn said, "Know she always lives on through your song." WilyKit looked down at her instrument and smiled a melancholy smile as she held it up, "Oh, but, please continue." Aburn said with a smile, "I didn't mean to interrupt."

WilyKit started up her tune again, and jumped when she heard an unusual trumpeting noise. She looked over at Aburn, who was using his trunk as a horn, playing out a tune to match WilyKit's while making it less melancholic. She smiled at him and stood up, continuing the tune with Aburn. WilyKat and Leanne stood up as well, walking along the walls in the village as they kept playing together. In a sort of challenging way, WilyKit started to speed up the tune, and Aburn matched the new pace with ease. Wanting to join in the fun, WilyKat pulled out another strange instrument Leanne had never seen before, putting one end of it under his foot and holding out the other end to stretch out the strings connecting both ends. He started plucking them, incorporating his own tune into the song. Before he started though, he pulled something out of his pockets and tossed a small tambourine-like instrument to Leanne so she could play with them. She smiled and did so, using the tambourine at every beat of the song. Their music began to draw the attention of another pair of elephants, who walked over to their group, swaying in-time to the music. They stomped their large feet to the beat of the song, making a drum-like sound as they pounded it against the ground.

Before long, other elephants began to join them, and they soon had their own little mini-parade going through the village. The elephants let the twins and Leanne ride on their heads as they played their instruments, more elephants using their trunks like trumpets, matching the tune. When they reached the center of the village, they were put down from atop the elephants' heads and Leanne couldn't help but notice how WilyKit made the tune to her mother's lullaby more happy and upbeat. The elephants easily accompanied the tune, as did Leanne and WilyKat with their own instruments. As they continued to play, they reached the end of the song, and WilyKit gave it her all, planning to go out with a big finale, she played the tune up high, and she held out the last note of the song, and the elephants' trunks sounded loudly, holding notes as well. Leanne felt the sounds going through her, and was tempted to cover her ears from the sheer volume of it. She and the twins watched with wide eyes as different stone elephants suddenly cracked and burst from the sound. They glanced at each other worriedly, thinking they might get in trouble for it, but were surprised when the elephants only laughed when they saw it.

"Uh… What just happened?" WilyKit asked, looking at the remains of the statues.

"It seems we achieved perfect harmony." Aburn said, smiling down at her, "A beautiful, and powerful thing." WilyKit looked down at her instrument with a smile.

"_Wow_." She breathed.

"That's very cool." Leanne said, coming up beside her. She patted the top of the little kitten's head, "You got some serious lungs on you, Kit. I'm impressed." She grinned widely at her at the praise.

"And what about me?" WilyKat asked, Leanne smiled at him and ruffled his hair.

"You have very skillful fingers. Perfect for playing an instrument with strings." Leanne replied. WilyKat smiled as he swatted her hand away from his head.

* * *

><p>As the sun slowly began to set behind the mountains, Leanne found herself watching the sunset, leaning back comfortably on the roof of one of the buildings in the village. She found it strange that she felt so peaceful here, and was content to watch the sun set in the distance. She smiled to herself as she thought that the peace in the village was rubbing off on her.<p>

"Leanne?" She sat up and looked down to see Cheetara on the ground a good twenty feet below, "What are you doing up there?" Leanne shrugged.

"Nothing." She replied, "It's actually pretty nice. Want to join me?" Cheetara smiled at her.

"Sure." She easily climbed up to the roof of the building and the two girls smiled at each other in greeting as Cheetara moved to sit beside Leanne, who lay back on the roof again. Cheetara looked out towards the sunset she was watching, "It's beautiful."

"Yeah…" Leanne mumbled, she shifted slightly, putting her hands behind her head as a makeshift pillow, "I never really did stuff like this back home, but that was only because the landscape was never this amazing."

"Third Earth is a beautiful place." Cheetara agreed. After watching the sunset for another few moments, Cheetara turned to Leanne, "Can I ask you something?"

Leanne turned to her, "Sure. What is it?"

"It's about you and… Tygra." Cheetara began apprehensively. Leanne, seeing this, moved to sit up so she could be eye-to-eye with Cheetara, "Are you two close?"

"Well, we're friends, I guess, so…" Leanne shrugged.

"No, I mean closer than that." Cheetara said, Leanne's eyes widened as she realized what she was asking.

"Oh, _no_! No, no! _God_ no!" She quickly shook her head, "No, Tygra and I are just friends! I would never see him that way. Tygra's more like a big brother to me than anything."

"And how do you think he sees you?" Cheetara asked, Leanne blinked twice as she tried to think.

"I don't know." She said with a shrug, "But I don't think he sees me romantically. Tygra's more a friend than anything else. Being his girlfriend never even crossed my mind." She raised a suspicious eyebrow, "Why do you ask?" She was surprised when she saw Cheetara blush.

"Well… I was just wondering." A wide, mischievous grin spread on Leanne's face.

"Cheetara, do you _like_ Tygra?" She asked, "You know, like, _like_ like?"

Cheetara didn't say anything, but her blush deepened. Leanne had her answer.

"Oh my _gawd_! Cheetara!" She squealed in excitement, "You have a crush on—!"

"No, _shh_!" Cheetara reached over and covered Leanne's mouth before she could say anything, looking around to make sure no one was nearby. Leanne only giggled underneath her fingers.

"Myew like Tygwa!" Her voice was slightly muffled by Cheetara's hands.

"Yes, I do, now please be quiet!" Cheetara whispered harshly as she pulled her hands away from her. Leanne's grin was still on her face.

"Cheetara, I think that's cute." Leanne said, "You and Tygra don't really make a bad couple. How'd you even like him anyway? Wasn't this journey the first time you'd ever met him?"

"No, actually, I first met him a long time ago," Cheetara said, "Back when I first wanted to be a cleric. He may not seem like much to you," She reached into her cuff and pulled out an old withered plant, "But to me he's very kind, and sweet." She handed the plant to Leanne, who looked at it oddly, "When I first went to the clerics, I failed the final task they had set forward because it was a test of patience, not speed. I had nowhere else to go, and I promised I wouldn't leave until they let me back in the building and made me a cleric. I waited outside their temple for days, and just when I was on the brink of giving up, I found _this_ beside me." She pointed to the plant stalk in Leanne's hands.

"A dead plant?" Leanne asked confusedly.

Cheetara shook her head, "A day astrid flower. Each petal is said to have a day of life trapped within it." Cheetara reached over and took the dead stalk from her, "It gave me the strength I needed to endure the rest of my days. It was a gift from Tygra." She looked at it fondly, "I've always kept it with me since that day."

Leanne smiled softly at her, "Aww. That _is_ sweet." She leaned back and lay down on the roof again, "I'm still not interested in him, though. He's all yours."

"Good to know I don't have to worry about it." Cheetara said, tucking the stalk back into her cuff. "And since we're on the subject of liking certain people," Leanne felt a sinking feeling in her stomach as she heard her mischievous tone, "Do _you_ like someone?" Leanne blushed, turning her head away from Cheetara.

"Not really…" She mumbled.

"You're a liar." Cheetara said.

"I am not!" Leanne said, shooting up into a sitting position, her face still very red.

"You are, too!" Cheetara said, wearing the same grin she had worn only moments ago, "You can't fool me, Leanne. It's _so_ painfully obvious that you—!"

"_Shushshhh_!" Leanne hissed, going over and covering Cheetara's mouth like she had done to her. Cheetara easily removed her hands.

"It's Lion-O, right?" She asked, Leanne's face turned completely bright red, almost matching the shade of the Jewel of Omens around her neck.

"…Yeah." She sat back down and Cheetara smiled at her.

"So, what made you like him?" Cheetara asked, "Since it's just as obvious that he likes you."

"I know that." Leanne said, Cheetara looked at her in surprise.

"You do?" Cheetara asked, "How do you know?" Leanne blushed, realizing what she had just said.

"L-Lucky guess." She said, not meeting Cheetara's eyes and looking back out at the landscape.

"You're lying again." Cheetara said. Leanne blushed.

"I-I just know, okay?" She said.

"How do you know, though?" Cheetara asked, "Tell me how you know." Leanne shook her head, too embarrassed to speak, "If you don't tell me willingly, I can always find other ways to make you tell." Leanne looked over at her curiously and was about to ask what she meant, but couldn't because Cheetara had started tickling her. Leanne burst into laughter as she tried to get her to stop.

"No! Ha, ha! Cheetara! Stop! Ha, ha!"

"Tell me how you know!" Cheetara demanded with a grin as she kept up her torture.

"Cheetara! Ha, ha, ha!"

"Tell me!"

"Stop! Ha, ha, ha, ha! Stop it!"

"_Tell_ me!"

"Ha, ha! We _kissed_!" Cheetara stopped, and Leanne took in deep breaths as she recovered from Cheetara's tickling.

"You kissed?" Cheetara asked in surprise.

"Don't say anything to the others." Leanne said, looking over at her.

"How? When?" Cheetara scooted closer to her with a smile on her face, "Tell me everything."

"Well… You remember that Firsar thing the other day?" Cheetara nodded, "Well, after that whole… episode… I had a nightmare. When I woke up, I went to go wash my face, and… Lion-O noticed I had woken up." Her blush returned, "He… comforted me, and, before I knew it, we were kissing…" She looked over at the female ThunderCat, "And, I mean, Lion-O's a good guy, you know? I mean, he's nice, and really gentlemanly, and he doesn't look that bad, so…"

"No, I see it," Cheetara said, "There's just one thing I'm not entirely certain of." Leanne looked up at her.

"What?" She asked.

"Aren't you two completely separate species?" Cheetara asked, Leanne nodded, "How does that even work?"

"Well, my Nana had a relationship with a Cat," Leanne said, "I don't think it was that bad, at least for her."

"Wait, what?" Cheetara gasped, "When was this? How do you know that?" Leanne blanched, realizing she had never told Cheetara about that particular part of her adventure in the Book of Omens.

"Oh, yeah… I never told you that, did I?" She said, smiling sheepishly, "Okay, remember when Lion-O and I went into the book? Well, see when we got there…" Cheetara listened as Leanne explained the part of her Nana's relationship, as well as the pregnancy she found out about.

"I don't know what happened to the baby, but that's pretty much what I experienced in there." Leanne said conclusively.

"What do you think happened to the baby?" Cheetara asked, Leanne shrugged.

"I have no idea." Leanne replied, "Although, I'm pretty sure it was stillborn. If you mix the DNA of two separate species, and, by some miracle, you get a fetus, chances are that baby's not going to live for very long."

"And if it lived?" Cheetara asked, Leanne shrugged.

"If it did, I suspect it lived somewhere on Third Earth." Leanne said, "I don't know what happened to it, and I kind of don't really want to know."

"Hmm…" Cheetara put her hand to her chin thoughtfully. After a moment, she turned and said, "I guess it's better not to go looking for answers when you don't know the question."

"I'm not sure what you mean by that, but if it means the subject is dropped, that's great." Leanne said. Cheetara smiled.

"Yeah, that's what it means." She said. They both looked back out, and Leanne gave an unhappy groan when she saw that the sun had already sunk behind the mountains.

"We missed it." She whined with a childish pout.

"Well, now we can see the three moon risings." Cheetara said. Leanne looked over at her in surprise.

"Third Earth has three moons?"

* * *

><p>Leanne walked around the village, carrying her flashlight with her so she could see through the darkness of the night. As she walked past the village gate, she heard the sound of footsteps pounding against the ground. She turned, putting her flashlight on whoever was coming, and saw Lion-O running through the gate.<p>

"Where have you been?" Leanne asked him, "We're supposed to be practicing with Anet!" Lion-O ran up to her, resting his hands on his knees as he stopped, catching his breath. Leanne noticed his state and looked at him oddly, "And why are you so tired?"

"Come on!" Lion-O said with a grin as he grabbed her hand and started running with her.

"Wait, where are we going_?_!" Leanne demanded as she tried to keep up with him. "Lion-O!" He ran all the way to where some elephants were meditating, and called out to one of them.

"Aburn!" The elephant looked up when his name was called and looked curiously at Lion-O as he and Leanne came over to him.

"Aren't you supposed to be practicing with Anet?" Aburn asked.

"I thought I'd do you a favor instead." Lion-O said with a grin, "I took care of your raiths. They won't be bothering you anymore." Aburn's reaction was not one she was expecting.

Aburn shot up from where he sat and looked at Lion-O with wide, fearful eyes, "Oh! You shouldn't have done that!"

"What?" Lion-O looked at him confusedly, "Why?" He would have thought that the elephants would have been thrilled to learn the raiths wouldn't bug them anymore.

"I… don't remember." Aburn said, putting his hand to his head as he tried to remember, "But, there's a good reason!"

"Because the harmony of the universe is now out of tune." The three of them looked over at Anet as he walked over to them.

"Okay, so a few bugs got squashed." Leanne said as the other ThunderCats walked over to them, wondering what was going on, "What's the big deal? They're just bugs."

"You see, Leanne," Anet said to her, "The raiths may have taken some of our crops, but their loud sounds were all that kept something far worse away from our village." As he spoke, the ground shook periodically, as if something was banging against it, almost like two-ton footsteps. They ran over to the wall where the sound was coming from, and everyone looked down to see what looked like a giant, rock man with a tree growing on the top of his head climbing up the mountain to the village. Anet came up beside them, "Without its natural enemy patrolling the sky, this creature will do worse than just eat our food."

Lion-O looked down at the golem as he came closer to the village with wide eyes, "I didn't know…"

"We elephants may not remember much," Anet said, "But we never forget there is a delicate balance to all things." He turned around, "Come. Let us meditate." He walked over to where the other elephants were already meditating, and Lion-O turned to the others.

"Come on, we can't wait for it to come to us." He said, "It'll destroy the entire village." He ran off, planning to fix the problem he made. Everyone followed him, except for WilyKit, who took off in another direction. WilyKat went over to her.

"Where are you going?" He asked her.

"To meditate." She replied. WilyKat gaped at her. He glanced back at the others, and then ran after his sister, having no intention of leaving her alone.

Lion-O pulled out his sword and ran at the golem, slashing through its outstretched hand and cutting through one of its legs. Cheetara used her staff to smash through its other leg. Tygra used his gun to shoot out one of its arms, and Panthro chucked boulders at it. When one of its arms went for Leanne, she jumped up over the hand that had been damaged by Lion-O's sword and dashed up the arm. When she reached the golem's shoulder, she put her hand down on it and closed her eyes, seconds later the stone in the arm was rumbling, cracks forming in the shoulder and down through the back until the entire body was covered in those cracks. She opened her eyes and stood up, raising her hand, and the entire golem crumbled beneath her. She moved over to where Lion-O was and they looked down at the rubble, thinking they had beaten it.

All of them were surprised when the rubble began to move, reforming back into the golem. When it stood up again, it settled its stone eyes on the five of them, and a tree on the top of its head began to glow green. Suddenly, huge boulders surrounded them, trapping them inside a stone container. Once they were out of his way, the golem continued onward towards the elephant village.

Inside the container, the ThunderCats tried to break through it, but could not.

"Leanne, can't you do something?" Tygra asked her, knowing she could control the earth.

"I would if I could!" Leanne growled, she banged her fists against the stone, trying to destroy it, or at the very least move it aside so they could escape, but it wasn't any good. It seemed when someone else was controlling it, Leanne couldn't use the elements. She pounded her hands against the stone uselessly, feeling completely powerless.

* * *

><p>The golem went past the village walls, and seeing that the elephants weren't offering any resistance to him, he went through the village and opened his mouth, eating away at the stone buildings throughout the village. WilyKat and WilyKit looked at the golem with wide eyes.<p>

"What should we do?" WilyKit asked, watching as the golem chowed down on the buildings.

"Simply let the answer come to you." Aburn said wisely, peeking his eye open in his meditation. WilyKit gazed at him for a moment, contemplating his words. She looked down at her hands, and saw her instrument still rested in her grasp. She looked up at the stone golem, and she was struck with an idea. She placed the circular instrument to her lips and began to play her mother's lullaby, with a quickened pace, hoping the elephants would catch on. When she reached the last note of the lullaby, she blew it loudly, and the elephants raised their trunks up, joining her with loud trumpeting. They held the note long and loud, the sound affecting the golem, making cracks grow all over its stone body, and seconds later, the golem collapsed into rubble on the ground, never to re-form again. When it was destroyed, the elephants all stood, and WilyKit bore a victorious grin on her face.

"Lovely harmony, sis." WilyKat said, coming up beside her.

When the golem was destroyed, the spell wore off on the boulders he had used to trap the ThunderCats and Leanne, who quickly made their way out once they were able to. They went back up to the village to join the elephants and the twins.

* * *

><p>The next morning, the elephants got to work in picking up the rubble from the previous night, planning to put them to good use in their village to rebuild the homes that were lost, and maybe some new ones.<p>

As they worked, Lion-O and Leanne spoke to Anet with the other ThunderCats listening off to the side.

"You see, Lion-O," Anet began, "When you fail to look at the bigger picture, it becomes impossible to know the consequences of your actions."

"I guess it's no wonder why I'm struggling with sight beyond sight." Lion-O said, disgruntled.

"Let's try it one more time." Anet suggested gently. Lion-O pulled out his sword, and Leanne walked over to where he was, placing one hand on the hilt, her fingers overlapping Lion-O's.

"Sword of Omens," They said together, "Give me sight beyond sight." The Eye of Thundera began to glow, the hilt extending as it did as commanded, giving the two of them sight beyond sight. They saw the Spirit Stone, a small, pink stone, and they could see it resting somewhere inside a small (For the elephants) hut just outside the meditation grounds. When the vision dissipated, Lion-O and Leanne looked at each other with wide eyes.

"It's in the hut!" Leanne said in surprise to him. They both dashed off towards the hut, everyone following them, anxiously waiting for the stone to be found. As they ran, Aburn noticed the commotion and went over to them, wanting to know what was going on. When they reached the door, Lion-O yanked it open, and Leanne dashed in. She looked around the small hut with wide eyes when she saw it was completely empty, save for a broom resting in a corner. Lion-O came in a second later, seeing the same thing she did. They both walked back out of the hut, looking at the others who waited for them.

"I don't understand." Lion-O said, more to himself than the others.

"The sword showed us the stone was in the hut." Leanne said to Anet, "But we didn't see it."

"Perhaps a different approach is in order." Anet said, Lion-O and Leanne looked up at him, wondering what he meant, "Go to the forest of Magi Oar. One of the most enchanted places on all of Third Earth. There, the power of the sword will be amplified, and your connection with it." Leanne and Lion-O glanced hopefully at each other from this news. Lion-O looked back at Anet.

"Where is this forest?" He asked.

"Um…" Anet looked over at Aburn, "Isn't it…? Uh…"

"I was just there." Aburn said, trying to remember. He put his hand to his head, and Anet rubbed his trunk as they both tried, "Let me think…"

Everyone else gave a collective sigh at their reactions.

Panthro reached up and dragged his hand down his face, "Oh, brother…"

"I think we're gonna be here for a while." Leanne said with a sigh as she planted her hands on her hips.

* * *

><p><strong>I'M SO SORRY THIS TOOK SO LONG!<strong>

**I think I'm just so used to typing this up in class when my teacher's not looking, that I'm not used to typing it at home on break. :(**

**But, it's X-mas break, and I will do my best to update this story (And some others) over that break! I promise!**

**PS - Happy early Holidays, peoples! ^_^**


	15. The Pickpocket Kitsune

15

Leanne had her head sticking out of the top of the tank as they traveled through the wilderness. Her black hair whipped around her head from the wind around her. She felt someone tugging on her pant leg, and she looked down at Lion-O who was smiling at her as she stood on her tiptoes on a small box of their cargo.

"Yeah?" She asked him.

"Are you going to come back in, or what?" He asked, Leanne smirked and came back down into the tank, shutting the opening behind her.

"I just wanted some fresh air." Leanne said as she walked over to an empty seat, Lion-O sat down next to her.

"Well, hopefully, we'll all get some fresh air, soon." Cheetara said, Leanne nodded in agreement.

A low, gurgling sound caught everyone's attention and they looked over at the WilyKittens. WilyKit smiled sheepishly and put her hand over her stomach.

"We're hungry." WilyKit said, looking at the others.

"Yeah, when are we gonna eat?" WilyKat asked.

"Soon enough, just be patient." Tygra assured them. They both groaned unhappily, both of them falling on their backs. Leanne laughed at their behavior. Lion-O smiled at the sound of her laughter, and put his hand over hers. Leanne paused, and looked down at their hands. She looked up at Lion-O, who smiled at her, and she blushed, smiling shyly back. She wasn't used to being this close to Lion-O. They had only shared one kiss, and while it had to be one of the best kisses of her life, she wasn't used to the idea of being all lovey-dovey with Lion-O, so it made her a little nervous when he got so close. She could feel her face heating up with a blush, and she could feel the warmth of his fur-covered hand (Or was the right term paw?) radiating onto her skin. Her heart pounded quickly in her chest, and she silently prayed Lion-O wouldn't notice how sweaty her hands were suddenly becoming.

Maybe a _little_ nervous wasn't the right word. She was a _lot_ nervous.

She wasn't the only one not used to the idea, either. Lion-O, while he had dealt with his fair share of lady cats in Thundera, none of them had an effect on him quite like Leanne did. When he was close to her, his fur would bristle in excitement, his heart would pound, and his right ear would twitch uncontrollably every couple of minutes (He made sure he sat on her right side so she wouldn't see it). He wasn't sure if this was just signs of him getting sick, or it was just his body's reaction to something. Now, he knew that his body reacted to Leanne, and he always hoped she wouldn't notice his nervousness when he held her hand. Although it seemed like he was taking the initiative with confidence, he was actually very apprehensive to Leanne's reaction. He felt relief flood through him when she gently squeezed his palm with her hand.

Tygra, getting tired of sitting around, and hearing the kittens groan about hunger, walked up to the special screen that allowed them to communicate with Panthro in the front of the tank and pressed a button to activate it. Panthro's face soon showed up on the previously dark screen.

"Hey, can we make a stop soon?" Tygra asked, "We all want to stretch our legs a little."

Panthro nodded, "Yeah, just hang on a second." The screen went black, and a few minutes later, the Thunder Tank rolled to a stop. WilyKat and WilyKit were the first ones out of the tank, running out into the nearby grass. The others followed them, happily stretching their limbs out in the sunlight. Snarf, who had just woken up from a nap, wasn't watching his footing and tumbled down the small ramp that was put down when the tank opened up, and somersaulted on the ground. He sat up, green eyes owlishly wide as he looked around him, as if to say 'What was I just doing?' Leanne giggled at his cute behavior, reaching down and petting his head. He mewed happily when she did, rubbing his furry cheek against her hand with a purr, telling her to keep going. Leanne obliged with a smile, picking Snarf up in her arms and cradling the little creature.

Cheetara came out of the tank, carrying the bag that carried their rations. WilyKat and Kit immediately ran for it, holding out their hands for food. Cheetara handed them each a piece of fruit and a piece of meat. Everyone else got their own ration as well, and when everyone had something to eat, Cheetara looked at their bag, and noticed there were only a few rations left.

"We need to get more food, soon." She said to the others, showing them the few rations that were left.

"Do you think there's a village nearby?" Lion-O asked.

"Lee, get up and see if you can see any villages." Panthro ordered the girl, who looked at him, cheeks stuffed full of fruit. She quickly chewed up the remaining bits and swallowed it before speaking.

"Yeah, sure." She put Snarf down on the ground, and created two small whirlwinds beneath the arches of her feet, shooting up into the air. When she was high enough to see beyond the trees of the forest they were in, she looked around, raising up her hand to shade her eyes from the sunlight so she could see better. She hovered for a moment, not really seeing anything, until a small glint of something in the distance caught her. The view was hidden by a strangely tall pine tree, and she flew up a little higher to see a large city in the distance near the bottom of a plateau. The glint was coming off a sign at the front of the city, which she couldn't read from that distance. She floated back down to the others, pointing in the direction of the city, "There's a place a few miles that way. It's pretty big."

"Then we'll go and see if they have a market." Lion-O said.

"You guys go ahead." Panthro said, "I'm going to stay here and check to see how close we are to this forest." After hours of waiting, the elephants eventually remembered the directions to get to the forest of Magi Oar, but by the time they remembered, it was too dark and too late for them to go anywhere, so they stayed another night.

"You guys wanna come?" Leanne asked the WilyKittens.

"No thanks." WilyKat said, he lied back on the grass, linking his fingers behind his head, "I kinda just want to stay here."

"Me too." WilyKit said, mimicking her brother. Leanne shrugged.

"Okay, anyone else want to come with me?" She saw Lion-O, Cheetara, and Tygra raise their hands. "Then let's go."

* * *

><p>Leanne craned her head back to see what the sign said.<p>

"Janmasthala… What an odd name for a town." She mused aloud.

"It doesn't matter how odd the town's name is," Tygra said, "So long as they have a market. You have the money, don't you?" Leanne scoffed.

"Of course I do." She held up the bag of money to prove it, "What, you think I'm gonna lose it?" Tygra didn't reply as they walked past the sign into the city. They were met with unusual sights when they walked through. Animals everywhere were all fiddling with some kind of technology, or some kind of substance Leanne had never seen before. She also noticed that almost all of the animals wore something akin to a lab coat as they went about their day.

"Would you look at all this tech?" Lion-O said in awe as they went through the city, "It's amazing!"

"This place reminds me of a scientist convention or something." Leanne said as they kept walking.

"Hey, kid! Come back here for a second!"

Leanne turned around just in time to face a small group of scientists that suddenly surrounded her.

"What an unusual anatomical structure!" One said, "I've never seen anything like it!"

"And just look at her limbs!" Another said, holding onto Leanne's arm and examining it, picking at the hairs on her arm, "She has barely any fur at all! How does she survive in cold weather?"

"Um, it's called a _coat_." Leanne said dryly, taking her arm back from the scientist. She leaned back when someone tugged on her hair.

"And look at this! It has such a strange texture!" A scientist said, running a strand of her hair in between his fingers and rubbing them together. Leanne blushed shamefully because her hair was greasy and pulled away.

"That's just because I haven't washed it!" She snapped at him, she was instantly pulled another way when a scientist grabbed onto her leg and started examining her feet.

"What unusual callouses." The man said, inspecting her heel with his thumb. When he inspected the arch of her foot, Leanne flinched, a small smile on her face.

"No! Don't do that!" She said, pulling her foot back and putting it back in the shoe, "I'm really ticklish there!" She scowled at the scientists as they crowded around her.

"This is such an amazing case of species!" A scientist said, looking over her.

"It really is unusual, everyone, take a look!" Another said as they all gathered around her, pulling her limbs and different parts of her every which way. In the crowd, no one noticed a young fox boy with a green bandana on his head in the crowd. When he saw Leanne, he grinned to himself and moved a little closer.

"Hey, hang on!" Leanne said as they continued to examine her like a specimen for an experiment, "Quit it! Haven't you guys ever heard of personal space?" Lion-O, Tygra, and Cheetara watched, dumbfounded, from the sidelines. What were they supposed to do in a situation like this? They were scientists, they would naturally be curious about Leanne. They weren't really doing anything to hurt her, either, so… "Wait! Don't pull that!" Leanne shrieked when her shirt went flying up into the air so they could better look at her torso. Lion-O growled angrily and charged through the crowd, getting in front of Leanne and shielding her from the scientists as she tried to cover herself with her arms, looking around for her shirt.

"That's enough!" Lion-O snarled at the scientists. They all took a step back, intimidated by Lion-O. Cheetara picked Leanne's shirt off the ground and handed it to her, which she hastily put back on.

"I could kill you idiots!" Leanne shouted at them once she had her clothes back on, "Bunch of perverts!" She stayed behind Lion-O as she spoke, not wanting to get 'attacked' by the scientists again.

"Let's just find the market place." Tygra said, Lion-O put his arm around Leanne's shoulders protectively as they walked away from the scientists. Leanne reached into her pocket to see how much money they had to spend on food, and froze when she didn't feel it. Lion-O sensed her suddenly tensing up as she searched her other pockets.

"Oh no…" She muttered, her face pale and eyes wide as she kept looking for it, "It's gone…"

"What is?" Lion-O asked, hoping it wasn't what he thought it was.

"The money." Leanne said, looking up at him, "It's gone!"

"You _lost_ it_?_!" Tygra exclaimed, looking at her with wide eyes, "I _knew_ we shouldn't have left you in charge of it!"

"Shut up! If you were in my place, you would have lost it, too!" Leanne growled at him.

"Ah," One of the scientists spoke up behind them, "Sounds like you had a run-in with Kitsune." Cheetara looked over at him.

"Kitsune?" She repeated.

"He's a pickpocket around here that likes to target tourists." Another scientist explained. Leanne went over to them.

"Do you know where we can find him? He took all the money we had!" She asked them. The pair of scientists hummed thoughtfully, putting their hands to their chins.

"Let me think…" One scientist muttered to himself, "Where was he again?"

"I know what might jog my memory." The other said, they both turned back to Leanne with the faces of eager children on Christmas morning, "If I could have another look at that anatomical structure!"

Infuriated and annoyed, Leanne glared at them, engulfing her fists in fire, holding one up to them, growling, "_Do you want this to be you?_!" The two scientists instantly jumped back, pointing to the plateau in the distance.

"He lives in the mountains with a prosthetics engineer named Stirling!" They both said simultaneously.

"Why does he live so far from the city?" Cheetara asked the two.

"Well, the prosthetics he makes use metal bases." The first scientist explained, "He makes all the metal he uses for them in his own shop, so he lives in the mountains to make sure he has the best ores to make them with. They're uncomfortable, and I heard that the rehabilitation is excruciating, but once all that is through, they're actually the best prosthetics made around these parts."

"That, and he's incredibly anti-social." The other scientist spoke up. The first one nodded in agreement.

"Well, let's hurry up and find this place so we can get our money back." Leanne said.

* * *

><p>Leanne grimaced as she wiped her forehead of sweat again. It was unbelievably hot on those mountains and very uncomfortable for all of them.<p>

"Are you sure we're going the right way?" She asked Tygra, "Because those nerds could have tricked us."

Tygra scowled at her, "What are you complaining about? This is all your fault for dragging us to that stupid town in the first place." Leanne's eyebrow twitched angrily.

"_My_ fault?" She repeated angrily, "You're the one who was stupid enough to put the money in charge of the human in a town full of over-eager scientists!" Tygra growled and turned around to face her.

"Why you little—" Lion-O cut him off by stepping in between him and Leanne.

"Guys?" Cheetara caught their attention and she pointed to something in the distance, "Could that be him?" She pointed to a bridge in the distance, where they could see a young fox boy crossing a bridge in the distance, a green bandana wrapped around his head in a headband, his ears sticking up from his messy brown hair with a small ponytail in the back. He wore a black, sleeveless shirt and a pair of baggy, green cargo pants with a big, bushy fox tail sticking out in the back. He glanced back at them, and Leanne's eyes widened when she caught sight of a small, tan bag in his hands, knowing it was their money.

"Ah-HA!" She shouted when she saw him, "I got you now!" She jumped down from the plateau, using her powers to make the earth come up beneath her to use as a constantly moving staircase to get down to Kitsune. When he saw the earth shooting up, he dashed to the other side of the bridge, clutching the bag of money tightly in his hands. Leanne quickly caught up to him. To make sure he stopped, she slammed her hand against the ground and brought up a huge wall of earth in his way so he would stop. He looked up at the wall in awe, and then looked back at Leanne, seeing her crouching with her hand on the ground, glaring up at him, "I'd like my money back now."

He smiled widely at her, "That's so amazing!" He said in awe, "How'd you do that?"

Leanne stood up, "I'm a witch." She raised up her hands, "Want more_?_!" The ground rumbled beneath them for a moment, and Kitsune was in awe as a huge wave of water shot up from underground, where he knew a small patch of water resided in an old well not too far from there. Leanne shot out her hands, and the water shot out from where it had been hovering in the air, Kitsune easily avoided the powerful blasts of water as they splashed against the earthen wall, darkening it with a muddy color as the water mixed in with the dirt. As he moved around, he looked at the floating water with an amazed smile.

"That's so cool!" He exclaimed, leaping up into the air and landing a good thirty feet away from Leanne. Her eyebrow twitched irritably as she glared at the little fox boy.

"Quit moving around!" She snarled at him.

"What's the matter?" Kitsune taunted with a smirk, "Can't keep up?"

"Why you—!" Kitsune laughed loudly and dashed off, planning to head to a small house near a cliff side, but skidded to a stop when he saw Lion-O and Cheetara in his way.

"About time you showed up." Lion-O said with a grin, pulling out his sword and lengthening it. The stone in the sword's hilt shone brightly, blinding Kitsune, making him take a couple steps back. He gasped when he suddenly felt his arm being grabbed and pulled behind his back as another arm wrapped around his neck, but he couldn't see his captor. A second later, Tygra appeared, showing that he was the one restraining him.

"Gotcha!" He said with a grin. Leanne ran over to the group with a smile.

"Nice work, guys!" Leanne complimented. She slowed her run and walked over to where Kitsune was held, "Now, why don't you be a good boy and give me back my—" She stopped when a blade suddenly tore through the leg of Kitsune's pants and he swung it at Tygra, who jumped back the second he saw it. Everyone looked at him as he held it up with a confident smirk.

"Come on, you can't be _too_ surprised." Kitsune said, "You've heard of Stirling's prosthetics, haven't you?" He lifted up his other leg, "Oh, and…" A small latch opened up, and a small ball went shooting out of his leg to where Tygra and Leanne were, barely missing them and exploding behind them. Leanne shrieked and covered her head to protect herself, and Tygra yelled in surprise, covering his own head as well, "My other leg has a 1.5 inch cannon, what d'you think of _that_?" He put his leg back down, the latch returning over the cannon's hole and he dashed off, easily going around Lion-O and Cheetara.

"Come back here!" Lion-O growled at the fox boy as he kept running.

"Why don't we see if you can _catch_ me first?" Kitsune taunted. Cheetara easily sped up to him, grabbing his wrist tightly and preventing him from going any farther. Kitsune stumbled slightly in his balance when she grabbed him, and looked up a little fearfully at her.

"Well, that wasn't too hard, now was it?" Cheetara said with a grin as she looked down at him. Leanne and the others ran over to her as she kept a firm grip on the boy.

"Way to go, Cheetara!" Leanne cheered. She stopped when she came up next to the boy. She was about to speak to him, when the door to the house nearby opened, and two cats, a female cat with pure white fur and blonde hair with an engorged stomach, and an orange cat with darker, brown stripes covering most of his fur. Lion-O and the others looked at the couple with wide eyes.

"Oh, Kitsune, welcome back." The female cat greeted with a sweet smile, her hand resting comfortably on her large stomach. She looked around at the other cats with wide eyes, "Um… are these friends of yours?"

"Not… particularly." Kitsune replied as he tried to release his wrist from Cheetara's grip, which was starting to cut off the blood circulation in his hand.

* * *

><p>"Ah, I see." The male cat, who had introduced himself as Banvor, said, pouring a drink into a small group of cups that he handed to the others, "I had heard about Thundera's fall, but I never once thought that the ThunderCats we had heard about were the only cats left on Third Earth. Besides my family." His wife, Belata, smiled warmly at her husband as he handed her one of the drinks.<p>

"So, it's just you and your wife out here?" Cheetara asked as he handed her a cup.

"Well, no. My father's here, too." Banvor said, "It was actually _his_ father's decision that we look for a new home, and he found this place. The fairy tales of technology had never really left grandpa's head, so he was more than happy to stay here with a bunch of scientists. Eventually, he started making prosthetics for some of the fallen soldiers of the war, and he taught it to my father, and my father taught me."

"Then, how did you and your wife meet?" Leanne asked as he handed Kitsune a cup, but turned it away.

"Well, I was just making a small run to Thundera, and Belata and I just happened to meet in the market place." Banvor smiled at his wife, who smiled back.

"It was love at first sight." Belata said to the others, "The minute I saw him, I knew he was the one. We stayed together all throughout his stay in Thundera, and when it came time for him to leave, well, I just couldn't bear the thought to be separated from him, so I came along." She smiled lovingly at her husband, "We've been together ever since."

"Aww, that's so cute." Leanne cooed with a smile.

"I'm sorry to interrupt this sweet story," Tygra said, "But do you think we could get our money back? We need to get rations so we can continue the rest of our mission."

"Oh, of course." Banvor turned to Kitsune, looking at him the way a father might look at a guilty child. "Kitsune, give them back their money."

"Like hell!" Kitsune said loudly, "They lost it, now it's mine!" Leanne glared at the fox, standing up from her seat.

"You little brat!" She snapped at him, "We need that money, so give it back!"

"I need it more than you do!" Kitsune snapped back, standing up from his seat as well. Leanne looked ready to pounce on him, and Lion-O instantly got up and restrained her.

"I'll burn you alive, you little thief!" She growled, still trying to get out of Lion-O's arms.

"What's all that noise?" A deep voice shouted, catching everyone's attention. They looked into a now open doorway and saw a large panther cat. He didn't look much like Panthro, with much less scars on his body, and he had greying hair on the top of his head, but he was just as big, and just as muscled, and he even gave off the same intimidating aura that Panthro did. He looked over Lion-O and the others with an indifferent glance. "Who are you people?"

"Um, father," Banvor began, "This is Lion-O, Cheetara, Tygra, and Leanne." When Lion-O noticed Leanne had finally calmed down, he released her, knowing she wouldn't go after Kitsune. "Lion-O is the current Lord of the ThunderCats." Lion-O looked at the man, mirroring his stance, standing tall and proud before him.

The man scoffed, "This kid? Looks nothing like his father." At the mention of his father, Lion-O's eyes flashed in anger, but he didn't do anything. "I'm Stirling. Now, why are you here?"

"We followed him." Cheetara said, gesturing to Kitsune. Stirling looked over at him and sighed.

"So you're back again, brat." He said, "What do you want this time?" Kitsune pulled out the bag of money he had taken from Leanne.

"Here. It's to pay you back." He held out the bag to him.

"That's _our_ money, you little punk!" Leanne snapped at Kitsune. Stirling stared at the bag, but made no move to take it.

"I'm getting tired of telling you this, brat." He said to Kitsune, "Get lost. I don't want someone else's money."

"But it's mine!" Kitsune insisted, holding it out to him again.

"It's _theirs_." Stirling corrected, pointing to the others, "Give it back."

"But…" Kitsune lowered his hand, looking up at him sadly.

"I said no." Stirling turned and walked away, shutting the door behind him. Kitsune scowled and pocketed the bag.

"Old fart…" He muttered under his breath. A second later, the door opened and a piece of metal came flying out and hit the back of Kitsune's head. He hissed in pain, his hand going over the newly forming bump on his skull. He turned back to the door, "What the hell_?_!"

"I ain't old!" Stirling snarled from the other room. The door shut again, and Kitsune glared at it, walking away, still holding onto the money he stole.

"I'm going to strangle him!" Leanne said in frustration as she watched him leave. Lion-O put his hand on her shoulder to stop her from actually carrying out her threat.

"Look, I'll go talk to him." Lion-O said, "You just calm down." Leanne said nothing to reject his idea and he followed after the young fox. A sudden boom caught everyone's attention, and they looked to see it was pouring rain outside Stirling's home.

"Looks like we're going to be here a while." Tygra sighed as he looked at the rain.

"Fan-freaking-tastic." Leanne said sarcastically.

* * *

><p>Leanne and Tygra walked through the hallways, trying to find something to do. Cheetara thought it would be interesting to learn how Stirling's prosthetics were made, but when the old panther refused to tell her, she asked Banvor about it. Now, she was currently learning how an animal's anatomy was tied into the use of metal work. With Lion-O not around, Leanne needed something to do, and she was bored out of her mind because, to her, Tygra wasn't all that fun.<p>

As they passed by a dining room, Leanne paused, looking in the doorway to see Belata rubbing her stomach with a content smile. Tygra noticed Leanne had stopped, and looked into the dining room to see the same sight. Leanne walked over to Belata with a smile.

"Excuse me, but are you having a baby right now, Miss Belata?" She asked. She smiled up at Leanne.

"Yes, I am." She said, Leanne smiled.

"Congratulations." Tygra said, coming up beside Leanne.

"Would it be alright if I touched your belly?" Leanne asked, Belata nodded in consent. Leanne crouched down and put her hand to the stomach with a smile, carefully rubbing it. Tygra looked down at the enlarged stomach as well, amazed by how much Leanne seemed to enjoy this. Belata noticed his gaze and smiled, holding out her hand to him. He looked at it confusedly for a moment, but put his hand in her palm, and she placed his hand on her stomach. Tygra could suddenly see why Leanne was so interested. He could feel Belata's heartbeat through her stomach, and he felt something that must have been a part of the baby's body.

"It's like there's a… miracle… in your stomach." Tygra said, unsure of any other way to put it. He jumped when he felt it kick, pulling his hand back for a second, but quickly putting it back.

"Is it kicking?" Leanne asked, having felt the vibrations of the baby's foot against Belata's stomach. Tygra nodded.

"He's a tough little tyke, huh?" Tygra said with a smile. Leanne grinned at him.

"And just think, once upon a time, we were like this, too." Leanne said, "Just little babies growing inside our mother's bellies." Tygra nodded. They both looked up at Belata when her face suddenly contorted to one of pain.

"Are you okay?" Tygra asked concernedly, after a moment, the pain-filled look on her face faded and she smiled at the two.

"Yes, I'm fine…" Her voice trailed a little, making her sound tired. Leanne and Tygra gave a small breath of relief at her words.

* * *

><p>Lion-O sat on a crate next to Kitsune in an empty work room of Stirling's. Kitsune kept rubbing his legs where they connected with his metal prosthetics, a slightly pained look on his face. His pants were rolled up, so Lion-O could see them very clearly. His legs were made entirely of metal, there was no plastic or silicon in any part of it. It was all metal. It really amazed him that such technology existed in the world to create legs like that.<p>

"I hate when it rains like this." Kitsune said, "My stumps always get so _achy_…"

"If you don't mind my asking," Lion-O began, "How'd you lose your legs?" Kitsune sighed, leaning back in thought for a moment, crossing his arms.

He looked up at the ceiling as he spoke, rocking back and forth on his seat, "When I was a kid, I somehow managed to get caught in a house fire. It killed my parents to do it, but they made sure I got out of the house before it burned down. I lost both of my legs in the process, but I lived." He smiled sheepishly, "I had nowhere to go, and I couldn't even walk anymore. It felt like my whole world had just collapsed around me." He looked over at Lion-O, "I was completely miserable. I stayed like that for a good eight months before I met Stirling." He closed his eyes, reminiscing.

* * *

><p><em>Kitsune sat on the side of the road near the market place, his wheel chair having fallen over a few feet behind him. He sat in an empty alleyway, glaring at all the people who walked by. <em>

_A younger looking Stirling walked by the alley, and stopped, looking down at Kitsune, who glared up at him. He scowled back in return, saying, "You look like the most miserable, pathetic child in the entire world." His scowl deepened and he went over to him, "Nothing pisses me off more than mopers like __**you**__!" Kitsune yelled out in surprise when Stirling reached down and grabbed him, tucking the boy under his arm like he would if he were carrying a bag. Kitsune squirmed, trying to get out of his arms, but the panther's arms wouldn't let him._

_"Let me go, you mean old man!" He cried, "Put me down!" Tears came to his eyes from his fear._

_"Who are you callin' old_?_!" Stirling snapped at the young boy as he kept walking. People took notice of them, but said nothing about it._

* * *

><p>Kitsune looked over at Lion-O, "He told me I had eyes like a dead man's, and I gotta tell you, at that time, death is something I would have welcomed." He looked down at the ground, a sad smile on his face, "I was actually contemplating killing myself before I met him." He slapped the knee of his metal leg, "<em>But<em>! I _did_ meet Stirling, and without anyone ever asking what _I_ thought about it, I was given this pair of legs." He gazed down at his metal legs, as did Lion-O, "The surgery and rehabilitation were incredibly painful. The hardest thing I've ever done, for _sure_." He smiled, "But when I was able to stand up on my own two legs for the first time, the world suddenly seemed so much brighter… And it was all thanks to Stirling." He looked over at Lion-O, "I owe him everything. I'm going to pay him back someday, no matter what it takes. Of course, he never accepts any money I offer him, so that makes it a bit difficult…"

"So… that's why you're a thief?" Lion-O asked him, Kitsune nodded. Lion-O frowned, "If you're really so grateful to him, you should clean up your act and stop picking pockets!" Kitsune looked at Lion-O with wide eyes when he suddenly snapped at him, flinching back for a second, "Stirling gave you those legs out of a selfless act of _good will_! So, if you really want to pay him back, use that act as an _example_!" Lion-O stood up, "Instead of stealing coin purses from helpless tourists, stand _strong_ and _tall_ on those two legs he made for you! Stand up and get to work!" Kitsune looked at Lion-O, his eyes still wide at his sudden outburst. Lion-O smiled at him and spoke in a calmer, gentler voice, "I think he would respect you more for that than for stealing." Kitsune looked down at his legs, lifting one up and looking at it, moving his foot back and forth before slamming his foot down and standing up, a determined look on his face.

"You know what? You're right!" Kitsune said, "Starting now, I'm going to work honestly to pay Stirling back!" He reached into his pants pocket, digging around for something and pulling out a familiar bag, "So, I should probably give this back, huh?" Lion-O smiled and took it from him.

"Yeah." He pocketed his money and smiled at the young boy, proud of himself for getting through to him.

They both looked up when they heard pounding footsteps on the wooden floor of the hallway and watched as Leanne skidded to a stop in front of the door, panting harshly as she leaned against the doorframe, catching her breath.

"The… The…" She couldn't speak rightly as she kept panting.

"What is it, Leanne?" Lion-O asked, wondering what had gotten her so worked up.

"The… The baby!" Leanne exclaimed, making his eyes go wide, "Miss Belata is having the baby!"

"What, _now_?" Lion-O asked with wide eyes.

"Yeah, _now_!" Leanne said, she grabbed his wrist, "Come on!" She dashed down the hallway, Lion-O in tow, and Kitsune not far behind them.

* * *

><p>Stirling quickly donned a special cloak to keep himself warm and dry in the rain, "In this storm, there's no way we can get her to the hospital in town. I'm going to have to go and get the doctor myself." He looked up at the people who were wondering what to do, "Make sure nothing bad happens, got it?"<p>

"Yes, sir." Lion-O said with a nod. Stirling nodded back and went outside, getting a riding animal and galloping off to the town.

Banvor held his wife's hand as she lay sitting up on the bed, her face contorted to one of pain as she grasped his. "Dad will be right back with the doctor, so just hang on until then, okay?"

"Banvor, there's no 'hanging on' when it comes to situations like this." She said, "The baby will come when it's ready to!" She gasped, feeling a sharp contraction and hunched over slightly in pain.

"What is it, Belata?" Banvor asked worriedly. Belata muttered her answer under her breath, and he didn't understand it, "Um… What was that?"

"I said it's _COMING!_!" Belata yelled loudly in pain. Banvor jumped back at her voice, as did everyone else in the room.

"What are we gonna do?" Leanne asked worriedly, "The doctor's not here yet!"

"I don't _know_!" Kitsune said, grabbing at the roots of his hair.

Everyone was in a panic, unsure of what to do as Belata was going into labor. The only one out of them who seemed calm was Cheetara.

"We're just going to have to deliver the baby!" She said over the sound of everyone's panicking voices. They all looked at her as if she had grown a second head. "Listen to me, I'm a cleric, and on more than one occasion, female clerics have been used as midwives in births."

"S-So you've seen a baby being born before?" Banvor asked her.

"Only once, but once is more than enough." Cheetara said, "We need to act fast. Lion-O, you and Leanne go and get some boiling water."

"Okay!" Leanne said.

"Got it." Lion-O said, they both went to the kitchen to get what she asked.

"Kitsune, I need you to get me some towels, do you know where they are?" Cheetara asked.

"Yeah, I'll go get them!" Kitsune ran through the hall to where the towels were kept.

Cheetara looked back at Banvor, "Banvor, do you have any rubbing alcohol we can use for disinfectant?"

"I think we have some under the sink in the kitchen." Banvor said, Cheetara nodded and looked over at Tygra.

"I need you to get some ice chips to put by Belata's bedside." She told him, "I'll go and get the disinfectant." Tygra nodded and went to go get what she asked. Once everything was brought to her, Cheetara started counting off all of it on her fingers, making sure they had everything.

"Boiling water… disinfectant… towels…" She took a deep breath in and out, "I think that's everything."

"So… what now?" Kitsune asked, worried for Belata.

"Now, it's all up to Belata and the baby." Cheetara said, she looked over at Leanne, "I'm going to need some help. Come with me." Leanne was surprised at her request but did as she asked, following her into Belata's room to help with the birth, making sure to close the door behind her.

The boys all stood outside, hearing Belata's moans of pain from her labor. Lion-O clenched his fist angrily, glaring at his feet. Tygra saw this and looked up at him.

"What's wrong?" He asked.

"It's just…" Lion-O sighed, "Now, when it counts the most… We can't do anything to help."

"We did all we can do here, Lion-O." Tygra said, "From this point on, we need to rely on Cheetara's intelligence and experience to get any farther." The three of them jumped back when they heard Belata scream in pain.

"_I can't do this! It hurts!_" She screamed, "_I'm going to die! I can't take it anymore!_!" Lion-O looked at the closed door worriedly, hoping that Belata would be all right when the baby was born.

* * *

><p><em>A few hours later…<em>

Lion-O jumped in his seat when he saw Stirling, along with a short koala man behind him came into the house.

"Has anything happened?" Stirling asked the three of them. They were both out of breath, and still soaked from the rain.

"Belata went into labor." Kitsune said, "That girl cat said she was a midwife or something, so she's been helping out."

"You mean she's having the baby _now_?" The doctor asked in surprise. Lion-O was about to answer him, when the door to the room Belata was in flew open, and Leanne staggered out, eyes wide and body trembling. Lion-O instantly got up and went over to her.

"Leanne, what's wrong?" He asked urgently.

"All… that blood…" Leanne panted, collapsing to her knees, "I can't do it anymore…" At the mention of blood, everyone immediately assumed the worst. Lion-O went into the room, wanting to see what had happened, and his eyes went wide at the sight.

Held in Banvor's arms was a little, crying kitten that had white fur with little patches of orange here and there along his skin. He had some blood on his body, but the bed Belata lied on was bloody, as was the apron Cheetara was wearing. Banvor looked lovingly into his wife's eyes, and she looked back, mirroring his expression. Cheetara gently took the baby from Banvor and began to clean him in the bowl of water they had brought in, which had cooled considerably from a boiling point, but was warm enough not to harm the baby's delicate body. When she was done, she wrapped the baby in a clean towel and handed him back to his mother, who cradled him gently in her arms.

"It's a boy." Cheetara announced to the others.

Immediately, Stirling and the doctor came in. The doctor looked over the baby and the mother while Stirling went to see his grandchild. He smiled at the sight of his grandson, and asked if he could hold him. Belata nodded and carefully gave her son to him. He smiled down at him, and everyone looked at him in surprise when he started making little faces at the baby, seeming to forget the people that surrounded him.

"Hello there, I'm your granddad!" He greeted the baby happily, "Aren't you a cutie?"

"Well, that's sure out of character." Kitsune said when he saw it. Stirling heard him and glared at him. Kitsune jumped and looked away, pretending that he had said nothing. The doctor looked over at the others, apparently done looking over Belata and her baby.

"Mother and child both seem perfectly healthy." He said to Stirling, "It seems the delivery was handled expertly." He looked over at Cheetara, "You did a terrific job, Miss."

"I was only doing my part to help." Cheetara said humbly.

"We are truly in your debt." Stirling said, "What you did was amazing. Thank you."

"There's really no need to thank me." Cheetara said, becoming a bit flustered.

"As my thanks, you four can stay the night here." Stirling said, "This rain probably won't let up until tomorrow. Feel free to stay here. The same goes for the brat, as well." Kitsune's ears perked up when he heard Stirling refer to him and he smiled gratefully.

Lion-O, seeing that there was no need for him to be there, went out of the room to check on Leanne, and saw her leaning against a chair, taking deep breaths in and out.

"Are you all right, Leanne?" He asked softly, not wanting to startle her. She turned to him, smiled apprehensively, and nodded.

"Yeah, I will be." She said, she took in another deep breath, "I just need to not have a panic attack right now." Lion-O reached over and put his hand on her shoulder. She turned into him, and he put his around her body as she leaned against him. She smiled to herself as she breathed in his scent, fanning her hands out against his chest. Lion-O could feel how she automatically relaxed in his arms, and was glad that he was able to provide her with such comfort after seeing blood.

"Are you better now?" Lion-O asked, Leanne nodded silently.

In the doorway to the room, Tygra leaned against the doorframe, watching the couple as they seemed completely oblivious to him. He turned back to Belata's room, a frown on his face, knowing they were still in that state behind him.

* * *

><p>Leanne sat outside the house, looking up at the starry sky above her. Not long after the baby had been born, the rain had stopped, and she had gone outside to be in the fresh air. She wasn't used to being in a house all day after spending <em>weeks<em> outdoors. It was a beautiful night, and Leanne could see Third Earth's three moons very clearly up in the sky.

"Leanne?" She looked up and saw Lion-O looking at her from the doorway, "You okay?"

"I'm fine." She assured, Lion-O came over and sat beside her.

"You didn't have another nightmare, did you?" Lion-O asked concernedly.

"No, I didn't." Leanne said with a smile, "I just thought it was a beautiful night, so I came outside." Lion-O looked up at the sky for the first time, and smiled as he looked up at the stars.

"It is pretty nice." He agreed, he made himself comfortable beside Leanne, and both just sat, enjoying the quiet sounds of the night.

"Today was amazing, wasn't it?" Leanne asked him softly, keeping her eyes on the sky.

"Completely amazing." Lion-O agreed.

"It just… It blows my mind," Leanne began, turning to face him, "That we helped in the birth of someone's life. We got to see a child being held by his mother for the first time. We got to hear his first cry. That's just…" Lion-O grinned at her reaction, "It's amazing."

"It always is." Lion-O said, "And just think, when we were born, I bet there was someone who felt the same way we do now." Leanne nodded in agreement, looking back at the sky.

"It makes the world seem a little bit… brighter." Leanne said, "Doesn't it?" Lion-O nodded. He reached over and covered her hand with his. She reached up and intertwined her fingers with his.

"Leanne, have you ever thought about having children?" Lion-O asked, Leanne looked at him with wide eyes, "Not _now_, of course, but… you know, eventually." Leanne looked at the ground, thinking.

"Yeah, I think I'd like to have kids someday." Leanne said, "You know, when I'm married and stuff."

"What about having… _my_ children?" Lion-O asked apprehensively. Leanne's eyes widened again and she looked at him, her jaw gaping at him slightly. Her grip loosened on his hand and pulled away. Lion-O looked at her worriedly, thinking that he had upset her, and was about to apologize and tell her to forget it when she spoke.

"Lion-O…" She said quietly, "I don't know if I'm going to be around for that long." She looked at him sadly, "I mean, I need to go home at _some_ point, and time in my world moves differently than Third Earth time, remember? If I left, and I tried to come back, _years_ could have passed for you, when it could have only been a little while for me." Lion-O's expression fell at the mention, "N-Not that I want to leave right away!" Leanne spoke quickly, "I mean, once all this is over, I'll want to go home, b-but we can still spend some together!"

"But not that much time." Lion-O said sadly, he linked his fingers together in his lap. Leanne looked at him sadly.

"Lion-O, you're asking for me to be with you for… years." She said, "And I have no idea how much time has passed back home. What do you think my mother's reaction would be if her daughter suddenly came home as an old woman? I'm not trying to be mean or anything, I'm just trying to be realistic."

"No, I know that." Lion-O said, "I guess I just hoped that… maybe… if circumstances were different—"

"If circumstances were different, Lion-O, I'd totally stay!" Leanne said quickly, Lion-O looked at her, "I would! I mean," She scooted a little closer to him, "Lion-O, I really like you, and I really like spending time with you, and if I could stay longer than… however long I'm supposed to stay, then I would…" She reached over and covered his hand, "But I can't." She looked up at him, "So, we just need to make the most of our time now. Okay?" Lion-O smiled and took her hand in his.

"Okay." He reached up and cradled her jaw in his hand, his thumb brushing against her cheek. He leaned down and pressed his lips to hers in a kiss. Leanne put her hands on his shoulders, kissing him back. While the kiss was slow, it was sweet, and when he pulled away, Lion-O chuckled at Leanne's blushing face.

"Oh, hush." Leanne said, lightly smacking his shoulder. She stood up, "I'm going back to sleep."

"I guess I will, too." Lion-O said, Leanne offered him her hand and he took it, moving to stand as she pulled him up. He kept his hold on her hand as they walked in, going into the place they had been given for the night.

* * *

><p>The next morning, after receiving some extra money and supplies for their trouble, Lion-O and the others said goodbye to Kitsune, Stirling, Belata, Banvor, and the little baby, they headed back to town to stock up on their rations before heading back to camp. They met up with Panthro and the WilyKittens, who happily devoured their morning rations as Panthro came up to them.<p>

"What took you guys so long?" He demanded, taking the bag of rations to put inside the tank.

"It's a bit of a long story." Leanne said with a smile, she kept her hand with Lion-O's as she spoke. Tygra walked between them to purposely break their hand-holding as he walked towards the tank.

"We can tell you on the way." He said to Panthro. Leanne looked at him confusedly, while Lion-O glared at his back as he walked inside as Panthro went to start up the Thunder Tank.

* * *

><p><strong>Ta-da! Another filler chapter!<strong>

**And in the next chapter, we find out some interesting things about Leanne's family.**

**I wonder what it could be? **

**Here's a hint: It involves a new OC.**


	16. The Forest of Magi Oar

16

"Sword of Omens, give me sight beyond sight!" Leanne and Lion-O said simultaneously as they both held the sword. They got the same vision as the last time, still seeing the Spirit Stone in the elephant's hut. Lion-O sighed once the vision dissipated and put the sword away. They walked back to where everyone else was setting up camp for the night in the forest of Magi Oar. Leanne was amazed when she first saw it. The trees were as large as the redwoods in Canada, and had twice as much foliage. It was an incredible place, and ever since they came into the area, Leanne could feel a strange sensation, almost as if the trees were radiating some kind of invisible energy force that made her almost… depressed, but there was something else, too. Something she couldn't quite put her finger on, but there was a sort of… happiness somewhere, too. But it was almost impossible for her to realize it was there, because it was such a tiny signal.

As Tygra grabbed some blankets out of the tank, he looked over at Lion-O and Leanne as they walked past him.

"Anything?" He asked them.

"I don't understand why the elephants sent us here." Lion-O said to him, "The Book says the stone is in their village, the sword does, too."

"Maybe you're not seeing the forest for the trees, Lion-O." Cheetara suggested as she threw a tarp over a branch for a tent. She turned to face him fully, "We may not be able to see _why_ yet, but coming _here_ might be the key to locating the stone _there_."

"She's right." Tygra agreed, "You don't have to be a cleric to feel the forest's magic."

Leanne walked over to one of the trees, placing her palm against the bark, "There's something else here, too. It's a sad, gloomy kind of presence. It's like this place is being haunted by something."

"Like _ghosts?_!" WilyKat and WilyKit said excitedly, huge grins on their faces. They reached over and pulled the tarp over themselves, raising up their arms and making "_Oowooh~!_" noises as they walked around, bumping their heads once because they couldn't see where they were going.

"More like spirits." Leanne corrected gently, watching as they walked around.

"Ghosts, spirits, souls, I don't care what you call them, they all give me the willies!" Panthro said, looking around the forest.

WilyKat and WilyKit, still pretending to be ghosts, kept making cliché moaning sounds as they advanced on Snarf, who mewed fearfully and hid behind the nearest pair of legs he could find, which happened to be Leanne's, shaking and quivering. The twin kittens still advanced on the small creature hiding behind her legs. Panthro scowled when he saw them and walked over.

"You two!" They both looked up at the big cat curiously, wondering why he had interrupted their fun. "Go get some firewood."

"Why do _we_ have to?" WilyKat groaned unhappily.

"Because you're smaller than me, you're younger than me, and you're not good for much else!" Panthro said.

"Ugh, _fine_!" WilyKit groaned, she and her brother shed the tarp and went to go look for firewood.

"I'll come with you." Leanne said, wanting to have something to do other than look at the same vision in a sword again. Snarf followed her.

"Maybe we'll see a ghost!" WilyKit said, thrilled by the idea of seeing the spirit of someone dead.

"In this place? I wouldn't doubt it." Leanne said.

* * *

><p>Leanne walked between the twins, Snarf walking in front of them.<p>

"Whatever you do, Snarf," WilyKat said in a deep voice, "Stay close." Snarf mewed worriedly, looking around at the trees that loomed over them.

"Guys, don't scare the poor thing anymore than he is now." Leanne said, her words were unheard by the twins as they dashed off into the woods. Leanne knew they were only playing a joke on Snarf, who was completely terrified by the thought of ghosts, so she wasn't worried about them. Snarf, trying to be brave, moved to keep on going without the twins with Leanne just behind him. He jumped when he heard the sound of a twig snapping, and Leanne turned her head in the direction of the sound, wondering if it was the twins trying to scare them, or just some animal running around in the forest. She brushed it off as nothing and kept moving and Snarf started walking as well, his four, stubby legs shaking as he walked. Another twig snapped, much more loudly than last time, and Snarf was so startled by it he started to run away. Leanne, not wanting to lose the little creature ran after him. "Wait, Snarf!" She called out to him, hoping it would get him to slow down, but it didn't. After a minute of straight running, Snarf finally stopped in front of a tree, panting heavily as he tried to calm his rapidly racing heart. Leanne was only a few steps behind him and rested her hands on her knees when she came up to him, trying to catch her breath.

"Boo!" The simultaneous shouts made Leanne jump to attention from where she was resting, and Snarf to jump up high in the air and land in Leanne's arms, scrambling to find protection on her shoulders. WilyKat and WilyKit laughed loudly at Snarf's reaction.

"What a scaredy-Snarf!" WilyKit said. Snarf looked at the two and, seeing that he was no longer in danger, began to give a little laugh of his own. Leanne patted his head to comfort him because she could still feel him shaking from his previous fright.

"You guys are awful." Leanne said to the two of them with a smile, "Clever and fun to be around, but awful." The two laughed and they got started on what they had been set out to do by Panthro and started gathering some sticks that lay around them. Leanne gathered up a few random sticks, and even found a fallen branch to use for their firewood. She laughed good-naturedly when the pair started up a pretend sword fight with two sticks of the firewood they had gathered. When her arms were full of wood, she said to the two, "I'm heading back to camp. Hurry up and get some more firewood and come back okay?" They both nodded and went back to their play sword fight. Leanne looked over at Snarf who rested on her shoulder, "Make sure they don't goof off the whole time, and get them back to camp before it's too late." Snarf gave a mew in return, his way of assuring her, and jumped down from her shoulders, taking her place as chaperone for the twins as she walked away.

While she walked, she couldn't see too well in the darkness, and had mistakenly left her flashlight at camp. She smiled when an idea struck her, and she shifted the wood in her arms so she could hold out her hand, making a small ember of fire appear in her palm. She had it move up beside her head, and had it grow into a small ball of fire the size of the average baseball to light her way as she headed back to the others. What she didn't know was that she had made her presence known to a certain person by using her powers.

* * *

><p>A figure, who had been sleeping comfortably on the ground, also jumped awake at the surge of power they felt from Leanne's magic. He opened his brown eyes as he sat up and looked around, wondering where it had come from, then shrugged, thinking it was just the power of the forest itself and lay back down, attempting to go to sleep. He found he couldn't as he heard the sound of children's laughter and the sound of two sticks hitting each other. He groaned and covered his ears, trying to mute them out, even though he knew it wouldn't do much good.<p>

WilyKat and WilyKit had heard his groan and stopped what they were doing, running over to where it had come from. They were surprised by the figure they found lying on the floor of the forest, covered in a blanket and using a bag as a pillow. Snarf came up beside them, and looked at the figure with wide eyes. The two twins shared a glance, silently communicating with each other, and suddenly held out their fist to the other, shaking them three times. WilyKit came down with her fist still closed, while WilyKat held out two fingers. He slumped when he realized he had lost their game of rock-paper-scissors while WilyKit did a silent fist pump in victory. He carefully walked over to the figure that was trying to sleep and poked him with a stick. The figure immediately sat up, and the twins screamed, jumping back.

"What was that for?" The figure demanded irritably, rubbing the spot on his neck that WilyKat had poked. Once they overcame their initial shock, they looked the strange person up and down, noting that he had very similar attributes to someone they knew. He had no fur on him, except for some light hair that grew on his arms. His head was covered in brown hair, and he had brown eyes.

_He's human!_ The WilyKittens thought at the same time as they looked at him. He noticed their perusal of him, and gave them an odd look.

"What?" He asked. The two twins grinned widely at each other.

* * *

><p>"Leanne! Leanne! Leanne!" The twins shouted as they dashed back to camp, their new friend in tow behind them. She looked up from where she had been chatting with Lion-O and Tygra as they prepared the place they were going to sleep. "Look what we found!" Leanne looked at their new companion with wide eyes, immediately standing up, as did the others. The person smiled at the sight of Leanne, he adjusted the bag at his shoulder before he walked over to her, holding out his arms.<p>

"Hey, Leanne!" He greeted cheerily, "I haven't seen you in forever!" Leanne took a step back from him, and he stopped when he saw her apprehension.

"Do I know you?" Leanne asked, looking him up and down. He seemed only vaguely familiar, but she assumed that was because he was the first actual human she had seen in a long time. The person frowned.

"You don't recognize me?" He asked, "Well, I guess it has been a good ten years since I saw you last…" He reached up and scratched the back of his head sheepishly.

"You know him?" Lion-O asked, narrowing his eyes suspiciously at the newcomer.

"…I don't think so." She said, carefully eying him. He was a little taller than her, in fact he was a bit gangly, he had brown eyes with messy brown hair to match on top of his head, he was wearing a pair of worn-out looking jeans and a plain grey T-shirt underneath a plaid collared shirt.

"Really?" The person asked, "You honestly don't remember me?" Leanne shook her head. "Okay, let me try this: When we were little kids, like really, really little, you came over to my house, and when we were playing in the garden, you found a caterpillar, and I dared you to eat it." Leanne's eyes flashed at the memory, "You got so sick that you were in the hospital for three days." Leanne looked at him in surprise, remembering where she had seen his face before. She had been very young, but she remembered him from many family reunions she had gone to.

"_Nicky_?" She asked in surprise. The person smiled widely.

"Yes! Nicky!" He said, holding out his arms to him, Leanne instantly jumped into his arms, hugging him.

"It's been ages!" Leanne said happily, "Can I still call you Nicky, or…?"

"Actually, it's just Nick." Nick said, releasing Leanne from his hug.

"Wait, you _do_ know each other?" Tygra asked, looking between the two of them.

"Yeah!" Leanne said happily, turning to the others, "Guys, this is Nick. He's my cousin. Nick, these are my friends, the—"

"—ThunderCats." Nick said, grinning at them, "I've heard about you guys. It's cool to meet you." Leanne looked at him curiously.

"How do you know about the ThunderCats?" She asked, "And for that matter, how'd you even _get_ here?"

"How'd _you_ get here?" Nick asked in return, "I thought Aunt Marissa cut you off."

"Cut me off from what?" Leanne asked.

"Everything." Nick said, "The history, the practicality, the usage in general."

"The usage of what?" Leanne asked.

"The family magic." Nick replied, Leanne looked at him with wide eyes, "You seriously don't know? We have a huge standing in America's magic community."

"Wha… huh?" Leanne looked at him, dumbfounded.

"Well, how else do you think I got here?" Nick asked pointedly. Leanne couldn't reply. She wasn't sure what to say. Nick sighed, reaching up and scratching the back of his head, "Okay, you know what? Come with me, I'll explain it to you." He put his arm around his cousin's shoulders and they walked a little ways away from the ThunderCats, taking a seat where they were out of earshot, but not out of sight. Lion-O looked at Nick curiously as he spoke to Leanne, who seemed completely engrossed in every word he said.

"I didn't know Leanne had a cousin." Tygra said as he looked at the pair.

"I don't think she did, either." Cheetara said, when Lion-O and Tygra looked at her in confusion, not knowing what she meant. "Didn't you hear what they said to each other? They haven't seen each other in at least ten years. That means the last time they saw each other was when Leanne was only seven years old."

"And what was that stuff about being cut off?" Panthro asked, "Wonder why she would be cut off from… what was it?"

"He called it 'the family magic'." Tygra said.

"I think I might know why." Lion-O said quietly, remembering the story Leanne had told him of how she had gotten the cross-shaped scar on her back.

* * *

><p>Leanne listened intently as her cousin went on, explaining the family magic. Apparently, Alphonse Redoric was the first man to discover that he had magical power in his body, as a select few people do. When he had a child, that power was not only passed onto him, but had grown in strength. With every new magical generation, the magic grows more and more powerful. It had remained in a steady chain for decades, the Redorics being the average magical clan until about sixty years ago, Erica Redoric accidentally discovered a parallel universe filled with unusual species the likes of which no human had ever seen before. Somehow, she gained a huge boost in magical power, breaking the steady chain of the Redoric line and shooting their family up to be the most powerful in the country, and the third most powerful magical family in the world (The most powerful clan was a family called the Potters in the United Kingdom. They both laughed about it.) Since then, generations of Redorics had gotten three times as more powerful as the generation before them.<p>

"…So, I'm six times stronger than Nana?" Leanne asked.

"Not exactly." Nick said, "See, the thing with you is Aunt Marissa wasn't a product of her and Grandpa Frank. Nana had a relationship with one of those weird species, and their magical power was passed onto her, as it was to you." Leanne looked at him, eyes so wide they were ready to pop out of her skull. She knew about the lieutenant her grandmother had met because of the Book of Omens, but she didn't think that the child actually lived and was her mother!

"But— What about Aunt Clara?" Leanne asked, wondering about Nick's mother.

"Well, she's only your mom's half-sister, so…" Nick took a minute to think, "I think that makes us… what, second cousins, maybe?"

"No, no, no! I don't care about that!" Leanne said quickly, she looked her cousin straight in the eye and asked in a serious voice, "Are you telling me that my mom is half _ThunderCat_?" Nick took a second to think.

"Yeah. I think so." He said, he was surprised when Leanne grabbed him by the collar of his shirt.

"And that makes _me_ one-quarter ThunderCat, right?" She asked, Nick gently pried her fingers off his collar.

"…Yeah, pretty much." Leanne's arms went limp at the news, flopping down on the ground as if they were useless pieces of meat. She was part ThunderCat?

"But the rest of me is human, right?" Leanne asked, Nick nodded.

"Yeah, your pops was human, but he was a pretty bad guy." Nick said, "He was a human who didn't have the ability to take on magic, so when he tried to perform this one powerful spell with your mom, he, kind of… blew up." Leanne looked at him, she groaned and held her head in her hands, feeling a piercing pain in her skull.

"My head hurts…" She moaned, Nick pulled the bag he had from his shoulders in front of him and rifled through it, pulling out a box labeled 'Advil' and a bottle of water.

"Here." He said, handing them to her, she took the two items gratefully, swallowing down two pills with the water before handing them back to him, "I know it's a lot for you to handle right now, given that you've probably never even used magic before, but it's all legit."

"No, no, I'm not saying I don't believe you." Leanne said, "It's just… I mean… holy f***ing crap."

"Yeah, I know." Nick said, "I was always a little jealous of you for the whole one-quarter not human thing, if it makes you feel any better."

"Not really." Leanne said, Nick shrugged.

"Sorry." He said.

"Let's just… get off that topic for a minute." Leanne said, trying to find a way to stop her head from spinning. "How did you get here? How do you even know about Third Earth?"

"Third Earth?" Nick asked, looking at his cousin confusedly, "Is that what this place is called? I thought it was called Garflin."

"You didn't know?" Leanne asked in surprise. He shrugged. "And what the heck is Garflin?"

"Well, I found this old spell of Nana's in one of her journals," Nick said, reaching into his back and pulling out an old book, "It was written back when she was pregnant with Aunt Marissa. It talked about using a spell to get back to Garflin." He handed the journal to Leanne and she thumbed through the pages, seeing that this was before her Nana's writing became completely illegible, "I just assumed that Garflin was this place." Leanne saw the word 'Garflin' written on one of the pages and read over the words.

_June 14__th__, 1971—_

_Today, I met up with Francis again. He took me to the park and we just walked and talked. He was very sweet throughout the whole thing, and a complete gentleman, only holding my hand and never once going out of line. We ate some lunch, then he took me home, where he kissed my cheek goodbye before he left. While I do enjoy my time with Francis, and he's been so kind to me, even though the child in my womb isn't his, I can't help but think of Garflin when I think of my baby. I wonder if I should have stayed until the baby was born so it could grow up there…? But, my baby will see her father before I die, I promise it that much. Currently, I'm working on a spell to get me back to Garflin. Back to my home._

She stopped reading and went through some more pages, seeing various doodles of rune circles, and where different spots in each of them had been pointed out as some kind of flaw.

"I used those circles to get here." Nick said, pointing to them as she looked over them, "Since then, I've been using this place as an escape whenever life gets to be a little too much for me. I always end up here, though. Every time." Leanne looked up at him.

"I wonder if Garflin is some other place on Third Earth?" She asked curiously, Nick shrugged.

"Don't ask me, I found out about this place three months ago, and I've only come here twice." He said.

"I'll ask Lion-O, hang on." Leanne got up and went over to Lion-O, "Hey, Lion-O!" He looked over at her when his name was called, and looked up at Nick as he walked behind her, "Where's Garflin?" Lion-O looked at her confusedly.

"Uh… what?" He asked.

"Garflin." Leanne repeated, "Isn't that some place on Third Earth?"

"Garflin is a name for a cat." Tygra said from where he was setting up the fire pit, "An old name, but it used to be pretty common a long time ago."

"Hey! It's not that old!" Panthro said from where he was handing a blanket to WilyKat and WilyKit, "My father's name was Garflin."

"Again, it's an _old_ name." Tygra said pointedly, Panthro scowled and grunted unhappily, but said nothing more.

"Garflin is a _person_…?" Leanne asked quietly, looking at the journal entry.

"Why would Nana need to see someone named Garflin?" Nick asked her. Leanne thought about it. The entry mentioned her baby, and someone named Garflin and about going back to him. The answer struck her like a bolt of lightning.

"Lieutenant Tabby Cat!" She said suddenly in her epiphany. Everyone looked at her oddly.

"Lieutenant who?" Cheetara asked, Leanne looked over at Lion-O.

"Remember? In the Book, Leo had a girlfriend, I don't remember her name, but my Nana was with—" Lion-O cut her off, coming to her same realization.

"A lieutenant in Mumm-Ra's forces!" Lion-O finished.

"_Voila_, Lieutenant Tabby Cat." Leanne said.

"Garflin was a cat?" Nick asked, "Doesn't that mean that Garflin was your grandpa?" Lion-O looked at her with wide eyes.

"Your _what_?" Lion-O asked.

"My grandpa." Leanne said to him, "Apparently, the baby my Nana got pregnant with was my Mom. So… that makes me part ThunderCat."

"_Really?_!" The WilyKittens asked excitedly, thrilled by the idea that Leanne was a ThunderCat. Leanne nodded at them.

"I think so, yeah." She said. She was surprised when the twins cheered happily.

"That's so _cool_!" WilyKat said.

"Does that mean you're part ThunderCat, too?" WilyKit asked, looking up at Nick.

"Um… no." He said, rubbing the back of his head sheepishly, "I'm actually all human. My mom was Leanne's mom's half-sister, because my mom came from our Nana and Grandpa Frank."

"So… Nana was trying to get back to him." Leanne said, looking at the journal, flipping through the pages, looking in interest at one particularly large circle that had been drawn on the entire page.

"Ah, that was the circle I used to get here the first time." Nick said, pointing to it on the page.

"Is this the circle you use to get back?" Leanne asked, hoping she had found a way home. Nick shook his head.

"Not exactly. I use reason to get home." He said, Leanne looked at him confusedly, not understanding.

"Huh?"

"Come on! _Reason_! It's the basis for all magic!" He said pointedly, "You learn this in grade-school! You can't use magic without a reason!"

"So…what's your reason to get home?" Leanne asked, Nick sighed.

"You don't use reason to get home!" He said, "You use reason to come _here_! Otherwise, the circles are just useless drawings!"

"Then how do I use reason for rune circles to get home?" Leanne snapped.

"Calm down!" Nick said, "Look, I'll explain, okay? You need a reason to come here, once you fulfill that reason, you can go home." He pointed to the Jewel of Omens, "From what you've told me about how you got here, Nana placed her reason on that necklace, so that whenever she put it on, she could come here. It's a very simple spell to perform."

"So… in order for me to get home… I need to find Garflin?" Leanne asked incredulously. Nick seemed to think it over for a moment.

"…Yeeeah." He said at last, "That sounds about right."

"But the last time Nana saw him was over five centuries ago!" Leanne said, "He's been dead for hundreds of years!" Nick took a step back when she yelled at him.

"Look, I'm sorry!" He said, holding up his hands in a surrendering way, "But that's just how the magic works! If you can't fulfill Nana's reason, you're never getting home."

* * *

><p>After much debating and begging, Leanne got Lion-O to allow her cousin to stay with them, if only for a little while. They decided to share a tent for the night, while the others made their own places to sleep. Lion-O and Tygra were on watch for the first half of the night. They looked over at where Panthro was snoring loudly, it was a surprise no one else had woken up from it.<p>

"He sounds like the Thunder Tank." Tygra said with a smirk.

Lion-O let out a small laugh, "Father used to snore like that, remember?"

"How could I forget?" Tygra replied, "It's the one thing you inherited from him!" Lion-O frowned as he looked at his brother.

"You still don't think I should be king, do you?" He asked. Tygra frowned as well, glancing away for a moment.

"…Does it matter what I think?" He said, choosing his words carefully, "The sword picked _you_." Lion-O looked away from him.

"Maybe it chose wrong." He said, "No matter how hard I try, I can't seem to master sight beyond sight."

"You just need to believe in yourself." Tygra said, he nodded towards Leanne's sleeping form, "She seems to." Lion-O looked back at Leanne, sleeping beside her cousin Nick, who had his back to her back as they both slept soundly. He smiled at the peaceful look on her face as she breathed softly, then scowled as he turned back to Tygra.

"You know, we're gonna have to settle this eventually." Lion-O said, "May the best cat win." Lion-O reached over and picked up some more firewood to keep the fire going, but when they were thrown in, the fire suddenly turned a bright, blue color, with grey smoke billowing up from it. The blue light began to take form, turning into huge, wispy, blue creatures with glowing eyes, and mask-like faces, as if they were some type of creature in a former life. They let out shrill cries that woke up everyone else, and they all jumped to attention, ready to attack.

"Ghost!" WilyKat and WilyKit exclaimed when they saw the creature.

"And they're coming from the wood!" Cheetara said, looking at them. Tygra pulled out his gun and started shooting at the spirit, but the blasts were useless, because they went right through it. The ghost let out another shrill cry as it disappeared, then reappeared behind Tygra. He quickly jumped back from them and joined where everyone was grouping. Out of all of them, Nick was the only one that didn't seem completely scared. Cheetara leaped up the trees, pulling out her staff and spinning it expertly, planning to knock each of the ghosts on their heads, but the staff phased through each of them, doing nothing. She backed into the group, looking around as the ghosts seemed to multiply, completely surrounding them as they let out their shrill cries.

"Always say… The problem with ghosts is you can't punch 'em in the face!" Panthro said as he held out his weapons, unsure of what to do with them.

"Don't worry." Lion-O said, "I've got something that never fails." He pulled out his sword and held it up high, "ThunderCats! Ho!" When the sword did nothing, everyone was surprised, "…Until now."

"Nick, can't you do something_?_!" Leanne asked her cousin.

"About what?" He asked, "It's not like they're hurting us."

"Not yet they're not!" Leanne said, she held up her hands, "If you won't do anything, then maybe I can—"

"Whoa! Stop! Are you nuts_?_!" Nick exclaimed as he grabbed her hands, pulling them down before she had a chance to do anything, "You can't use our magic on ghosts!"

"Why not?" Leanne asked.

"Ghosts have their own brand of magic," Nick explained quickly, "It's pretty much impervious to the style of magic I have, and it's definitely easy for them to turn your novice magic against you!" He looked up at the ghosts, "Trust me, if you piss these things off, you're gonna be _one_ of them."

"Then what the heck do we do_?_!" Leanne asked him angrily. The ghosts flew over their heads, continuing their loud shrieks. Everyone looked up when, among the blue, ethereal glows, there was a bright yellow one, like a candle floating in the sky.

"Be gone evil spirits!" A voice said, everyone saw a man standing on a tree branch, holding a piece of paper with a glowing inscription written on it, "Or face the wrath of the Wood Forgers!" The ghosts shrieked again, and started heading towards the man, ready to attack. The man was calm as he called out, "Snips! Scatter these spirits to the winds!" A rather hefty man, who seemed to be flying, pulled out a huge barrage of paper windmills that floated in mid-air. They spun quickly, and the ghosts were sent back by the powerful gust of wind. "Gami! Fold them a nightmare so they can see what fear really is." A young woman came up, carefully folding up a piece of paper and throwing it to the ground, to have it transform into a huge paper dragon that used a fiery breath to blow away the spirits that came towards it. The man who was leading the two jumped down from the branch, holding a blank piece of paper, "And with a mere stroke of my brush, your frenzy is put to rest!" He tossed the paper up and pulled out a large paintbrush. When the paper came in front of him again, he quickly drew a vase. The paper was suspended as he held out his hands, and the vase drawing glowed, a powerful whirlwind coming from it that sucked in all the remaining spirits, filling the two-dimensional vase with a grey liquid. Once the magic was done, the place was silent, and everyone stared at the newcomers with wide eyes.

"Did they just defeat them with… paper?" Tygra asked, stunned.

"Nun-chucks are a weapon, swords are a weapon," Panthro began, "Paper isn't _any_ kind of weapon!" Lion-O smiled at the group, grateful for their help and walked over to go and thank them as WilyKat and WilyKit broke from the group to go and look up at them with stars in their eyes.

"That. Was. Amazing!" WilyKit praised the leader.

"And just in time." Lion-O said, walking up to him, "I am Lion-O, Lord of the ThunderCats."

"Welcome to the Magi Oar forest, Lion-O." The leader said, "We are the Wood Forgers." He tossed a sheet of paper into the air and it glowed like a lantern. Soon, others began to glow, leading them in a glowing-paper trail to somewhere else. "Quickly now, it's not safe here." They all followed the Wood Forgers as they led them away from their campsite. "By the way, I am Zig."

"A pleasure." Cheetara replied.

"We're WilyKat and Kit!" The twins said as they ran up to Zig, looking at him in awe, "We're the ThunderCats!"

"Yes, I have heard of you." Zig said, he glanced back over his shoulder at where Leanne and Nick walked, "And I've also heard that you keep around a strange companion. What are your names?"

"I'm Leanne, it's nice to meet you, sir." Leanne said respectfully.

"Nick." He said, he frowned a little as he looked at Zig.

"Welcome to you, Leanne and Nick." Zig said, "It's an honor to have you visit our forest."

"_Your_ forest?" Nick repeated, "Last I checked this forest wasn't anyone's property." Leanne smacked her cousin's shoulder.

"Nick, be nice!" She hissed to him, "Why are you in such a bad mood anyway?"

"There's something off about this guy…" Nick whispered to his cousin, "The way he uses his magic…"

"What's wrong with it?" Leanne whispered back, "It saved us back there!"

"Saved us from what?" Nick hissed quickly, "Those ghosts didn't do anything!"

"They would have if he didn't help us out!" Leanne hissed back, becoming angrier and angrier at her cousin. Why was he acting like this? Zig and the other Wood Forgers had saved their lives, and he was acting like they were villains!

"Having a little trouble back there?" Tygra asked, looking at the two of them.

"No." Leanne said, "Just my cousin being stupid."

Nick scoffed, "This coming from the novice…"

"What was that?" Leanne growled at him, "Watch your tone, buddy! I could burn you alive if I wanted!"

"I hope elemental magic isn't _all_ you're able to threaten me with." Nick said, "If it is, my powers trump yours by a long shot. So don't try and take a bite you know you can't swallow."

"Ex_cuse _me?" Leanne asked angrily.

"Leanne," She looked up when her name was called by Lion-O, "Why don't you come over here and walk with me?" She gave her cousin one last nasty look before she jogged up and joined Lion-O's side, feeling a little bit calmer when he took her hand in his. "What's going on?"

"I don't know." Leanne said, "He's not acting at all like I thought he would. I mean, I know it's been a while, but I was hoping he'd still be that eight-year-old from my childhood. Now, he's kinda being a jerk."

"I'm sure whatever it is, he'll calm down." Lion-O assured her, "And if not, I'm pretty sure you could take him in a fight, if it came down to that." Leanne smiled up at him.

"You're sweet." She said, leaning into him a little as she walked beside him. The action wasn't lost on Nick, who looked at the pair with wide eyes.

Their attention was drawn away when they looked ahead of them and saw the end of their paper path. It was a huge building seeming to be made entirely of paper sheets.

"This is the School of Paper Arts," Zig said, "And I am its headmaster." Everyone followed him into the building as he began to explain the school to them, "Tasked with training our students in the various disciplines of wood forging, in order to carry out our mission to protect all in need." Leanne looked around the buildings with awe as they went through a hallway into a courtyard, "Magi Oar is an enchanted forest, whose power we harness through paper, in order to protect it."

"Protect it from whom?" Cheetara asked. Zig stopped walking and pulled out a piece of paper, drawing a small bird-like creature on it.

"Viragor." He said, the bird flew off the page and began to fly around them, "A monster known to swallow men whole, and snatch children in the night."

_"Lies."_ A voice whispered in Leanne's ear, and she jumped, looking around. The last time she had heard those whispers, it was when she first met Grune, who destroyed Thundera only a day later.

"He doesn't look so tough." Lion-O said as he watched the glowing bird fly around their heads.

"I don't think he's been drawn to scale." Tygra said to him. The Viragor bird flew over to Zig, who made him disappear.

"He seeks to drive us from the forest," Zig said, "So he might use its power for his own, evil intent."

_"Lies."_ The whisper came again, but this time, Leanne didn't jump. She only glared at Zig as he spoke. _Nick was right. Something is definitely off about this guy._

Zig continued to speak, "Not long ago, it looked like he might do just that. Until we built this paper mill!" He gestured a small building adjoining the school with a large smokestack billowing up from it. He gestured for them to follow him as he toured them through it. Nick scowled as he saw the paper that was being made by cutting through the logs.

"Once it took an entire day for a Wood Forger to produce a single sheet by hand." Zig said as they walked through the mill, "This mill can produce _thousands_ in the same time."

"Can the forest sustain such loss?" Cheetara asked.

"The forest is big, and only through its lumber can we protect it from Viragor." Zig said.

"You sound like the guys chopping up the rainforest back home." Nick said scathingly as he looked at Zig, who stopped and looked back at him in surprise, "Look, Zig, I get what you're doing, and I'm sure that the people in need appreciate your help, but… This kind of magic feels… wrong."

"And what would you know of magic?" Zig asked, crossing his arms over his chest. Everyone stopped to watch the oncoming spat between Nick and Zig.

"I'm a Redoric." Nick said, "My family is the third most powerful magical clan back on planet earth. Our power is only outweighed by the Nay-Chung Clan in Hong Kong, and the Potter Clan in the United Kingdom." Leanne let out a snort of laughter at the name, and Nick allowed himself a quick smirk, but it quickly disappeared as he continued to speak, "Magic is the family business. We use magic in harmony with the world around us, doing our best not to harm the land around us, or the things that live on it, be it people, animals, or plants. What you're doing is _out_ of harmony with the flow of this forest, and it doesn't feel right."

"Some sacrifice must be made to protect the innocent." Zig said, "A few trees, I believe, is a reasonable exchange for a few hundred lives." Nick sighed.

"Yes, but the trees are just as alive as the people you're trying to protect!" Nick insisted.

Zig held up his hand, giving the young man a harsh glare, "Enough. I will not have my own way of magic challenged in my own school. In times of desperation, the ends justify the means." He walked away, gesturing for the others to follow him, "Come, there is more to see."

"If times are so desperate, then why are you so prepared…?" Nick muttered to himself as the ThunderCats walked past him. He felt a hand on his shoulder and looked down at his cousin.

"You were right." She said, meeting his brown eyes with her silver ones, "There's something wrong about this place." She glared at Zig's back, "And Zig is a liar."

"How can you tell?" Nick asked, Leanne pointed to the Jewel of Omens around her neck.

"The bearer of the Jewel of Omens can see the truth in all things." She said.

"Huh." Nick said, glancing down at the necklace, "I didn't think Nana's old necklace could be so handy." They both followed the ThunderCats through the rest of the school.

* * *

><p>After a lengthy tour of the school, Zig offered them shelter for the night before they set off to do whatever it is they were supposed to do in the morning. Leanne's room was just down the hall from Lion-O's, and when she couldn't find any sleep, she got up to go and see him.<p>

She walked down the hall, and was surprised when she ran into Tygra.

"Where are you off to?" He asked when he saw her.

"Nowhere." Leanne lied, walking around him, "Just on a little evening stroll." Tygra watched as she walked past him, staring at her backside.

"…Just what is it that you see in him, Leanne?" He asked. Leanne stopped, but she didn't turn around to look at him. "I mean… I just can't see it." She turned around to face him.

"What are you talking about?" She asked him.

"You and Lion-O." Tygra specified as he walked up to her. Leanne gave him a hard look and stood her ground, "He's not even the same species as you—"

"My mother is half ThunderCat." Leanne said, "Remember?"

"Right, right…" Tygra said, rubbing the back of his neck, "And that makes _you_ part ThunderCat, too. I remember." He continued to look down at her and put his hand at his side, "But what is it exactly that makes him better than me?"

"Well, for one thing," Leanne began, "Lion-O's different from you. He's not quite so… oh what's the word I'm looking for? Oh, right, _arrogant_." Tygra scowled.

"Leanne, I'm being serious." He said.

"So am I." Leanne replied, Tygra stared her down, and Leanne shifted, a little uncomfortable under his gaze, "What do you want to hear Tygra? I'd choose Lion-O over you because he's a better person. Not that you're not a good person, but he's just…" She jumped back when Tygra pinned her to the wall, his hands on either side of her head.

"Just what?" Tygra asked, "I just don't see it, Leanne. Anything you could get with Lion-O, you could get with me. I really don't see it." Leanne looked at him worriedly.

"Tygra, what is this about?" She asked.

"I like you." Tygra told her.

Leanne's face bloomed in a blush, "…Huh?"

"I like you." Tygra repeated.

Leanne looked back at him apologetically, "Tygra… I'm sorry." She said, "I've always seen you as… more of… the big brother I never had. I've never seen you like that… I'm really sorry." She moved in between his arms and continued to walk down the hall. She paused and looked back at him, "But, I'd try Cheetara." He looked up at her curiously, "She really likes you, you know." She turned around and went back on the path that led to Lion-O's room, which rested just around the corner.

Lion-O smiled at her when he opened it, "Come to spend the night with me?" Leanne snorted and gave him a light shove as she walked in.

"I can't sleep." She said, "And I wanted to hang out with you."

"Well, I could use the company." Lion-O said, Leanne walked out to the balcony to his room, and he came up beside her. "I can't sleep either." He pulled out his sword and looked at it, not lengthening the blade, "I can't stop thinking about the sword."

"How come?" Leanne asked.

"I can't help but think that I'm not the right person to wield it." Lion-O said, "The visions the sword shows me aren't doing me any good, and I can't seem to find out where exactly the Stone is, even _with_ your help."

"Lion-O, stop that." Leanne said, putting her hand over his as they leaned against the railing of the balcony, "You can find it. I _know_ you can. You just need to believe that you can." She squeezed his hand gently, "You need to stop being so down on yourself and buck up! Be a little more optimistic." Lion-O sighed.

"I'm not really sure what to believe anymore." He said, "Especially after today. The sword wouldn't work for me."

"I'm sure there's a reason." Leanne said, "We'll figure out the problem and be back at the elephant village before you know it. I'm certain."

"Tell me, Lion-O." A voice said from behind them, and they looked back to see Zig, "What brings you so deep into these woods?"

"I was sent here to learn to… 'see'." Lion-O said to him.

"Then you should know 'seeing' is about perspective." Zig said, he tossed up a large group of papers and had them be suspended before Lion-O and Leanne. "What do you see?"

"Doesn't look like anything." Lion-O said.

"Not from _here_." Zig said, with a wave of his hand, the papers began to move a little farther away and grouped together, creating a familiar face.

"Huh. It's me." Lion-O said with a smile when he saw the picture.

"While details are important," Zig said, "It is only when you step back that the entire picture comes into view."

"No wonder you're the headmaster." Lion-O said. Leanne gave Zig a small glare, knowing that somewhere, he was holding back something that could hurt them later, and she was about to tell Lion-O, when a loud screech caught her attention. Immediately Zig turned around, glaring at the sky.

"He's here." He said.

"Who?" Leanne asked, curious as to why he reacted so strongly.

"Viragor."

* * *

><p>Everyone ran out to the courtyard, where they saw a huge, bird-like creature circling the school.<p>

"Get out of my forest!" His deep voice boomed. He flew over to one of the towers and, with a powerful thrust from his clawed feet, knocked it down, the papers it was made from scattering everywhere.

"I will not let you terrorize us another day, beast!" Zig shouted up at him, he took a special martial-arts pose and covered his arms with paper sheets, making it look like sleeves, Gami and Snips doing the same thing. "Wood Forgers, attack!" Snips was the first to strike, taking some sheets of paper and using a small pair of scissors to cut up strings of paper snowflakes to use as sharp, six-pointed projectiles against the large bird, who was able to avoid most, but not all of them. Gami folded up a piece of paper and tossed it into the air, having it turn into a flaming paper phoenix. Viragor only flapped his huge wings to get the creature to turn into flaming sheets of paper and blow back the Wood Forgers. Leanne looked at the group, and then glared up at the bird. Zig may be hiding some kind of dark secret, but that was no reason to go and attack them like that! She glanced over at her cousin, who had come out in all the commotion, and they both nodded, silently understanding each other.

"You forget!" He said, "I'll always be stronger than, you Zig! I don't need paper to harness this forest's magic!"

"And neither do we!" Leanne said, dashing forward and jumping up, fire bursting from her heels. Nick raised up his hands, chanting in some foreign language that sounded like Latin and a rumbling could be heard as a circle appeared beneath his feet. Leanne paid no attention to it, trusting her cousin to know what he was doing, and flew towards the bird, who was one hundred times her size. She hovered in the air and, concentrating as hard as she could, she held up her hands, fire shooting out from her palms in huge quantities towards the bird, who blew it back. Leanne covered her face to try and protect it from the sudden oncoming wave of heat, which didn't burn her in any way, and had it blow back to the buildings of the school. Nick, seeing what was happening, ceased his chant and raised his hands towards the flames. Immediately, they moved towards his hands and disappeared into his palm. Nick looked back at where his cousin was hovering in the sky.

"What are you _doing_, Lee_?_!" He demanded angrily, "You can't use fire, here! These buildings will be burnt to a crisp!"

"I'm sorry!" Leanne shouted back, she let out a shriek as Viragor's wings flapped again and made her fly back to earth. Nick cursed quietly, abandoning his place where the circle was, having it disappear once he moved, and dashed quickly to where Leanne was going to land and caught her before she hit the ground, breaking her fall. He fell back to the floor and the two of them crashed against one of the walls of the building. Leanne instantly looked at him worriedly, "Are you okay?"

"Oh, yeah…" Nick groaned, Leanne immediately moved off of him and he held onto his middle, his face contorted into one of pain, "I think you just broke a couple ribs." He looked up at her, "Tell me you know a healing incantation, they've never been a specialty of mine."

"There are healing incantations?" Leanne asked in surprise. Nick groaned, leaning his head back against the wall.

"You are such a freaking novice…" He muttered.

Lion-O, oblivious to their conversation, glared up at the bird as he and the other ThunderCats stepped into the courtyard.

"They helped us, time to return the favor." Lion-O said, pulling out his sword and holding it up high, "_Ho!_" Still the sword didn't move for him and he glared at it, "Come _on_!" He looked up when he heard Viragor screech and saw that he was coming towards him, mouth open, ready to eat him. He flinched reflexively as he got closer, but the bird didn't get the chance to swallow him as something came dashing in front of Lion-O.

"Sorry, he's not on the menu!" Cheetara said as she stuck her staff in between the bird's beak. Lion-O looked up as Viragor continued to fly around with her keeping his mouth open with her staff.

"Maybe the sword's changed its mind about you." Tygra said with a smirk as he ran to go and help Cheetara, as did Panthro and Lion-O. WilyKat and Kit ran over to where Leanne was trying to help Nick. She was having him lean on her shoulder as she tried to get him out of the battle. When the two kids came up to her, she carefully handed him to them, telling them to get him somewhere safe. Once they went off, she dashed over to where the others were, and was amazed when she saw Cheetara holding the bird's beak open with her staff, which was slowly bending under the pressure of Viragor's mouth.

"Don't break on me now…!" Cheetara said to her staff just before it snapped, and just as Viragor was about to snap his beak down on her, something wrapped itself around Cheetara's waist and yanked her from the bird. As she began to fall, she shouted, "I _love_ that staff!" Tygra, who had used his whip to pull her away from Viragor, easily caught her in his arms before she could hit the ground. He gave her a winning smile, and she looked at him with slightly dazed and wide eyes.

Lion-O looked up as he saw Viragor circling over the paper mill.

"If we lose the mill, we lose everything." Zig said, watching him.

"Don't worry." Lion-O assured as he looked up at the bird, "He's about to be grounded." He aimed his gauntlet at the bird, having the claws shoot out and wrap around his clawed ankle. As the lines between the claws of the gauntlet and the bird grew longer, Lion-O realized there was a limit to the lines, "Maybe this is a bad ide-AAAH!" He was suddenly yanked up into the air as Viragor flew away from the school.

"Lion-O!" Leanne cried as he flew further and further away. She used her powers to fly up quickly into the air to go after him as the others watched, unable to do anything to help them.

Leanne quickly caught up with the two as Lion-O pressed a switch that reeled him in closer to Viragor. When he tried to move, Viragor caught him in his claws and held him there. Leanne flew up towards the bird, moving carefully so she could land on his back. She pulled herself up to his head and grabbed two feathers on either side of his head and gave a rough yank. Viragor gave a cry of pain, and Leanne used the feathers to direct him downwards into the forest. She kept a firm grip on the two feathers, but not enough to pluck them from his head.

"Brace for impact, Lion-O!" She shouted down to him, hoping he could hear her from her place at the bird's head as she directed him to fly into one of the trees. Leanne and Lion-O shot away from the bird, Lion-O grabbing onto a tree with the clawed gauntlet, and Leanne tumbling into the ground. She groaned when she landed and held her head as she looked back at where Viragor was still against the tree and watched as he fell to the ground. Lion-O jumped down from his tree and was about to go and help Leanne up. He jumped back when he saw Viragor heading towards him and he dashed out of the way so the bird would chomp at a tree instead. He glared up at the large bird as he pulled his sword from his gauntlet.

"Eye of Thundera, spirit of Jaga, Sword of Omens, do _not_ fail me now!" He exclaimed, he swung his sword once, "Thunder," He swung it again, "Thunder!" He swung it a third time, "_Thunder!_" He held his sword up high, "ThunderCats! _Ho!_" Still, the sword did nothing. Lion-O looked at it with wide eyes. Was Tygra right? Did the sword really change his mind about him? He looked up just in time to see Viragor charging at him and knock him down.

"Lion-O!" Leanne exclaimed. She willed her legs to stand, but groaned in pain as she saw her vision start to go black. She reached back and put her hand on the back of her head, feeling a bruise forming. She cursed mentally as she realized that she must have been at the back of her head, where the vision was controlled in the brain. She staggered, and fell to her knees, and Lion-O looked over at where she was and saw how she was struggling. He grabbed his sword and glared at it.

"Why aren't you working?" He asked it, "What am I _not_ seeing?" His eyes widened as he realized the answer, "…The big picture. That's what." He stood up and sheathed his sword before going over to Leanne, having her lean on his shoulder. "Leanne, listen, I need you to trust me, okay?"

"I trust you…" Leanne muttered, struggling to keep her eyes open as she leaned on Lion-O, her arm over his shoulders.

Lion-O smiled, "That's good to know." Leanne's eyes went wide as he threw away his gauntlet as Viragor rounded towards them, "Because this is probably another bad idea." Leanne looked fearfully at the huge bird as he came closer and she grasped tightly to Lion-O's waist with her hand while the other still rested over his shoulders. Lion-O wrapped his arm tightly around her waist and kept her close as he stood his ground as Viragor came closer to them. Then, just before he was able to bring his beak down on the couple, Leanne's vision failed her at last as a result from the hit to the back of her head and she blacked out. When she was able to see again, she saw that she and Lion-O were captive in Viragor's claws, flying high above the forest. Leanne looked up at Lion-O, and he looked back at her apologetically before looking over at Viragor. "You're going to eat us, aren't you?"

Viragor glanced at the couple in his claws, then turned his sight back to what was in front of them, "…Thinking about it."

* * *

><p>Nick groaned as he was placed down on a bed in the school. The ThunderCats had helped him into the nursing wing, where Gami promised she'd take a look at him. Nick waved her away.<p>

"Don't bother." He said, "I may not be so good at healing incantations, but I am good at other things." He gestured for Panthro to come over to him, "Help me sit up." Panthro came over and did as he asked, trying to be as careful as he could with the injured boy. WilyKit placed a pillow behind his back to give him some support, and he thanked her with a smile. He took a deep breath in and out as he placed his hands on his stomach, just over where he had been injured, "Let's see… if I can remember…" He began to speak in the Latin-like language again. As he spoke the incantation, his body glowed beneath his hands, and he felt his ribs moving back into place. He sighed once he was finished and sat up straight, swinging his legs off the bed.

"Whoa…" WilyKat breathed.

"What was that?" Tygra asked, wondering what kind of magic he used to get himself healed.

"It was a reversal spell." Nick said as he stood up, "I had it put my ribs back in place." He put his hand over his middle, "Unfortunately, this is only temporary and I need to go home if I want to get it properly fixed. Or, I can teach the healing incantation to Leanne when she gets back…" He trailed off, remembering Viragor, "_If_ she gets back."

"Leanne's pretty tough." Cheetara assured him, "I'm sure she's fine."

"I wouldn't be so certain." Zig said grimly, getting everyone's attention, "It is only through Lion-O's sacrifice was the school saved. I'm afraid there's no way he could survive his encounter with Viragor, and I fear the same for Leanne."

"Don't you worry about Lion-O." Panthro said, "He'll be fine. Kid can take care of himself, and if Lee's there, then I'm sure they'll both be fine." He and the others walked away from the Wood Forgers, heading to the places they had been given for the night with Nick giving one last dirty look to Zig, not trusting the man.

* * *

><p>Leanne was still as she and Lion-O were trapped in Viragor's claws, flying over the forest.<p>

"You're getting heavy, bugs!" Viragor said, "Mind if I drop you off here?"

"You won't." Lion-O said, "Because you're not evil, are you?" Leanne looked at Lion-O with a quirked eyebrow, not understanding.

The bird looked down at him as they flew, "Have you not been paying attention?" Lion-O turned his gaze away ashamedly as he recalled everything that had happened.

"The Sword of Omens wouldn't work against you _or_ the spirits." Lion-O said, "I thought it was me. But it's because the sword can't be used against a force of _good_."

"Interesting theory." Viragor said, "Willing to risk your lives for it?" Lion-O glanced at Leanne, who nodded once at him with a determined expression, showing that she would trust him, and he looked back at the bird.

"I am." Lion-O said firmly. Viragor stared at Lion-O a moment more, seeing the determination in his eyes.

"Let me show you something." Viragor said, he turned his eyes in front of him, and altered his course slightly, "The Magi Oar is an ancient forest. One I've cared for, for centuries."

"I thought that was the Wood Forger's job!" Lion-O exclaimed.

"They sure give that impression, don't they?" Viragor replied, "No, they're merely guests, and they've outworn their welcome. I allowed them into the forest because I believe in their mission." Leanne had a feeling about what came next.

"But Zig wanted more power, right?" Leanne asked, Viragor nodded his head once as he flew over an area where hundreds of trees had been chopped down, and an entire area of the forest had been stripped clean of any trees.

"And more power means more paper." Viragor said as he released them and landed beside them, looking out at the mass of missing trees. "So he built the mill. Once, they were content with fallen timber. Now, they strip my forest. Don't they understand? These trees are alive. That mill _must_ be destroyed!"

"My cousin was right." Leanne said, "The Wood Forger's magic _is_ unnatural. It's hurting this forest, and the creatures that live inside it." She looked over at Viragor, "I'll help you."

"So will I." Lion-O said, looking up at Viragor.

* * *

><p>Riding on his back, Leanne and Lion-O were brought back to the Wood Forger's school. As they moved closer, they saw Zig come out.<p>

"The beast returns!" He shouted, "Wood Forgers, ready yourselves!" As they prepared to attack, Cheetara ran out in front of them.

"Wait! Lion-O and Leanne are with him!" She said, stopping them. Viragor landed before them, the Wood Forgers were tense as he did and Lion-O and Leanne jumped down from the bird.

"You haven't been telling us the whole story, have you, Zig?" Lion-O asked him.

"What is the meaning of this, Lion-O?" Zig asked. Lion-O turned to the others.

"Viragor's no monster." He told them.

"He _did_ break my staff." Cheetara said, crossing her arms across her chest angrily.

"Sorry about that." Viragor said.

"Viragor's the _real_ protector of this forest, not you!" Leanne said. Zig dashed forward towards them.

"Is your vision so misguided, you've taken up _his_ cause?" Zig asked angrily.

"You're one to talk about _misguided vision_." Viragor said, glaring at Zig.

"It doesn't have to be this way, Zig." Lion-O said, "Your school can exist in _harmony_ with the forest!"

Zig shook his head in disagreement, "Some must suffer for the greater good, Lion-O."

"And who decides what the greater good _is?_!" Lion-O asked.

"You still can't see the big picture, can you?" Zig asked as Gami and Snips came by his sides, ready to fight. The ThunderCats and Nick came up beside Lion-O, showing that they were ready to do the same.

"I think I'm finally starting to." Lion-O said.

"You have failed to learn your lesson," Zig began, "So I must try a _stricter_ approach." He pulled out a huge scroll that opened up on his back and attached more paper to it, making it larger, like a pair of wings, and jumped up into the air. "Wood Forgers, attack!" Lion-O jumped back up onto Viragor, Leanne following him and they took off into the air after Zig.

Gami pulled out a long sheet of paper and tossed it up, transforming it into a fearsome dragon. Tygra ran at it, using his whip to make himself invisible so Gami wouldn't be able to attack him easily. When he reappeared in the air, pulling out his gun to fire at the paper beast, the dragon roared and breathed out a fiery blast at him. Tygra fired at it once and missed. As he got closer he used his whip against the dragon on a couple strikes, only for the dragon to grab onto the whip before he landed and use it to throw him high into the air and land roughly on the ground. As Nick observed the battle, he couldn't help but notice how Gami was suddenly nowhere to be found. He narrowed his eyes and looked around the courtyard, wondering where she might have gone.

Meanwhile, Panthro had grabbed Snips by the straps of his clothing and was spinning him around, throwing him like a hammer throw. When Snips was in the air, he used some of the snowflake stars he had made before and fired them off at Panthro. He did his best to deflect the projectiles with his nun-chucks, but they were knocked out of his hand. Cheetara came after him, using her speed to get an advantage on him. Snips pulled out his paper windmills and began to blow huge gusts of wind at Cheetara, which she easily avoided and eventually jumped right over his head. When she landed, he immediately had a paper cage put over her, trapping her. She glared up at her paper confines.

"I _really_ miss my staff." She growled.

"Good thing _I_ still have my fling!" A voice said, Snips turned to where WilyKat had pulled out some very thin, yet very strong string. He went to go and stop him, and jumped back when he saw the gleam of one of the thin stings in the light of the moon. He jumped when he saw another gleam, and before he knew it, he was tied up tightly in the string and fell to the ground. WilyKit went over to him and pulled out the notebook that was attached to his chest, giving her brother a high-five at his success.

Nick looked around, and saw Gami watching the battle between her dragon and Tygra a safe distance away. He smirked and held his hands in front of him, closing his eyes in concentration, speaking in the Latin-like again as a circle began to glow beneath his feet. The dragon noticed his magic beginning to work, and heard the same rumbling as before, and turned to shoot his fiery breath at the human. Unfortunately, Nick had already finished his chant, and the rune circle's glow brightened, his eyes glowing a bright white color as his body seemed to change form, becoming a bright shade of blue, and becoming almost viscous. His body became translucent, his limbs becoming like water themselves until he was a being made entirely of water. A large puddle of water formed beneath where his feet were standing and he turned his glowing gaze over at where Gami was. His watery arm shot out like a snake and swiped the book from her person and brought it back to himself. She looked at him with wide eyes as he held the book up high.

"Not so tough without your notebook, are you?" He asked, his voice sounding different from before, as if he were speaking from under the water. He had his hand engulf the notebook, and his body moved it through his arm to his chest where, with a little concentration, the flowing water that made up his form at that moment made the book disintegrate in the liquid, turning to scraps. Only a moment later did the paper dragon explode, magic no longer able to hold the paper together.

Everyone cheered, but they knew it was too soon to celebrate, because, somewhere over the forest, Zig was still flying away from Lion-O, Leanne, and Viragor.

Suddenly, he turned around, the pages in his notebook flipping rapidly as paper projectiles shot out like missiles towards them. Viragor, who was very experienced in flying, was able to avoid the brunt of the attack. Lion-O and Leanne blocked away any paper that was coming towards them, Leanne burning them away with fire, and Lion-O using his sword. This kept up until one of them hit Viragor directly. He screeched out in pain and came crashing to the ground of the forest, Lion-O and Leanne going down with him.

Zig came to where they landed, smiling when he saw that Viragor had been knocked unconscious. "The mighty Viragor, broken and defenseless!"

"Not _completely_ defenseless…!" Lion-O grunted as he pushed up the wing he and Leanne had been trapped under. He glared at Zig as he stood up, "You see, my sword seems to be working again." Zig tensed up, knowing the power that lay in the Sword of Omens. Lion-O pulled the blade from his gauntlet, "It's time for you to start seeing things in a new light, Zig!" He swung his sword once, lengthening it, "Thunder," He swung it again, the sword lengthening again, "Thunder!" He swung it a third time, the sword at its full length, "_Thunder!_" He held the sword in front of him, the Eye of Thundera beginning to glow, "ThunderCats! _Ho_!" A bright red beam shot out from the sword, directly hitting the notebook Zig had at his chest. The power of it destroyed the notebook, and all the paper that Zig had disintegrated. Viragor, finally having regained consciousness, saw this, and walked over to Zig's fallen form, towering over him.

"You are no longer headmaster of this school." He told him, "I am."

* * *

><p>They flew back to the school, Zig having fled the forest in fear of Viragor, and met up with the others. Immediately, they noticed Nick's watery body as he smiled and waved at them as if nothing was wrong.<p>

"What happened to you?" Leanne demanded when she saw him.

"What?" Nick asked, then he looked at his body, "Oh, yeah." He put his hands together, murmuring something in Latin, and his body returned to its original state, his eyes no longer glowing. He smiled at his cousin, "Sorry, I thought you might have known about that already."

"Known about what?" Leanne asked.

"The elemental rune circle." Nick said, "It's a trait that's been passed down in our family for generations. It's what's made us as strong as we are." He reached into his pocket and pulled out a piece of paper, showing Leanne a circle drawn on it, "Only our bloodline has the ability to combine their body with the element they were born under."

"Can you teach me?" Leanne asked, Nick was about to answer, but grimaced, holding his side as he hunched over in pain. Instantly, Leanne put her hands on his shoulders to give him something to lean on, "What's wrong?"

"It's okay, it's fine." Nick grunted out, "My reversal spell just wore off, that's all." He put his hands at his abdomen, repeating the Latin he had said before, returning the ribs back to the position they had been at before. He stood up just a moment later, seeming perfectly fine. "Okay, I need to get back home."

"But, what about the circle?" Leanne asked, "If you leave and come back, it might be years! Time here moves differently than time back home!"

"I know, I know." Nick said, he put his hand to his chin in thought for a moment, then looked at his cousin, "You know what? Hang onto that circle. I can get a copy from Mom when I get home. All you need to know in order to perform the elemental rune is that circle, and these words." He flipped the page over, showing her the incantation's writing in the original language, which was far too complex to be Latin, but strangely, Leanne's brain was able to turn the strange symbols into words, and she understood it perfectly. "It's the language of Warlocks, it's only spoken for incantations nowadays, but way, way, way back when, it was used as a common language between other witches and wizards and stuff."

"Whoa…" Leanne breathed, looking at it in awe.

"Just try not to use it too often." Nick said, "Because it can cause some serious damage to your body if you're not careful. Like Bernie."

"Cousin Bernie?" Leanne asked, Nick nodded.

"Burned a couple of his internal organs." Nick said with a grimace, "_Not_ pretty." Leanne grimaced as well.

"I'll keep that in mind." She said, pocketing the drawing and smiling up at her cousin.

* * *

><p>The next morning, they met up with Viragor at the place where the trees had been cut.<p>

"I owe you my thanks, ThunderCats," He nodded to Leanne and Nick, "And you…"

"Humans." Nick put in politely.

"Yes, you have my gratitude as well, humans." He said, he reached out with his wing and they heard the sound of something hitting the ground. When he pulled his wing away, a new staff lay there for Cheetara, "A gift. From the oldest tree in this forest. It's alive with great magic." Cheetara stepped forward and picked up her new staff with a smile.

"I accept it with great humility." She said.

"Any of you are free to return to my forest." Viragor said to them, he glanced at Nick, "You in particular, seeing as you've made multiple visits already." Nick grinned sheepishly as he reached up and scratched the back of his head.

"Yeah, well… You know." He said with a shrug. Viragor didn't reply back.

"I wish you safe travels." He said, then he raised up his wings and took off into the air, going to work at protecting the forest.

"Well, I guess this is goodbye for me, too." Nick said, smiling at everyone. Leanne looked at him in surprise.

"What? Why are you leaving?" She asked.

"Well, seeing as my ribs are still technically broken," Nick began, putting his hand on his abdomen, "I need to have someone take a look at them, preferably a doctor, or Dad." He looked back at Leanne, "But as soon as I'm healed, I'll come back and help you out, if that's what you want."

"But the time flow is different here." Leanne said, "One day home could be ten years here!"

Nick shrugged, "I don't know! Maybe I can find a time-placement spell or something." He sighed, "But those are pretty difficult… Ah, screw it. I'll figure it out." He looked at Leanne, "In the meantime, watch out, 'kay?"

Leanne looked at him confusedly, "Watch out for what?" She asked.

"I'm pretty sure I'm not the only one that's found out about this place." Nick said, "And the Redorics have made more than a few enemies over the years. So… just… watch it, okay." He reached into his bag and pulled out a can of coke.

Leanne gasped happily, "You have soda?" Nick looked at her, and laughed when he realized she must not have had soda of any kind in weeks. He handed her the can and pulled out a second one from his bag. Leanne readily opened the can and took a big gulp of the carbonated liquid inside, smiling as she felt it run down her throat, "Oh, man… That's good stuff." Nick chuckled, opening his own can. "Exactly how long do you stay here? I mean, if you've got food and junk…" Nick shook his head.

"Actually, this is my reason." He said, holding up the can, "The reason I come here is to chug a can of soda out in this forest. So, that's all I have to do to get home." Leanne gaped at her cousin for such a simple reason. He held out the can to her with a smile, "Cheers."

Leanne smiled back, seeing that, while her cousin had matured some, he was still her cousin from way back when, "Cheers." She tapped her can against his, and took a good few gulps from it as he put his head back, chugging the can of soda down his throat. Once he was done, he became engulfed in a bright, white light, almost blinding everyone. Then, he was gone. As if he had never been in the forest in the first place.

"Well, now that that's over," Tygra said, turning to Lion-O, "Why don't you put what you learned to good use?" Lion-O nodded and pulled out the sword. Taking a big gulp of the can, Leanne finished off the soda, crushing the can and pocketing it to dispose of it later. She joined Lion-O's hand on the hilt of the sword and held it up with him.

"Sword of Omens," They said, "Give me sight beyond sight." This time, they saw the hut at the elephant's village, and inside it was the stone, but there was something more. They could see that the stone was hidden by a small wall, unseen to the naked eye, and they understood what they needed to do. When the vision ended, Lion-O turned to the others with a confident smile.

"Let's go get that stone."

* * *

><p><strong>Hello, everyone!<strong>

**I'm sorry this came out later than usual, but I was dealing with some bad stuff. I won't go into details about it because it's depressing.**

**I just want to apoligize if this chapter has any suckishness in it because I didn't really feel _it_ (If you guys love writing, you know what I'm talking about. That feeling you get when you're writing something, and you just can't stop because it's just that good? Yeah, that _it_) when I wrote it.**

**Also, I'm letting you guys know now, the next chapter's gonna be a little filler one.**

**And one more thing:**

**Do you guys want a little fun short thing for Snarf? Because I saw the cartoon 'butterfly blues' and I was thinking of turning it into an omake of sorts. What do you think?**


	17. Into The Astral Plane

17

Leanne jolted awake from where she had been sleeping. She was breathing heavily, covered in a cold sweat and shaking. Her silver eyes were wide as she tried to get rid of the image in her mind of her nightmare. She looked around the campsite, seeing that she was the only one awake except for whoever was on watch at the moment, and she saw that it was Panthro. She got up and started walking over to him, finding him sitting on the hood of his tank, a scope in his hands as he looked for any enemies.

"Panthro…?" She called up to him, her voice still shaking from her nightmare.

"Yeah?" He looked down from where he was sitting, and his eyes widened when he saw the state she was in. She didn't look physically hurt, but she was trembling like a leaf, and tears were forming in her eyes, and she looked as if she had been scared out of her mind.

"I-I…" Her voice was shaking just as much as she was and tears began to roll down her cheeks. Panthro put down the scope and jumped down from the tank, and Leanne ran over to him, wrapping her arms around his middle, because it was the only place she could reach and she began to cry into his chest. Panthro looked at her in surprise, and looked around, not sure how to react, because something like this had never happened to him. His gaze softened and he carefully wrapped his arms around her shoulders, comforting her.

"Leanne, what is it?" He asked softly, "What's wrong?"

"Panthro, I had the worst dream." Leanne said, putting her head on his chest as her tears kept falling, but she didn't sob, "I dreamt about you… You were fighting this monster, I don't remember what it looked like, but you were fighting. And you won, but the monster was faking being dead and… and it cut you up and tore you to pieces." She began to shake again, "You were in so many different parts… And there was so much blood… And I… I didn't do anything! I couldn't! When you were fighting, I just stood there, and I didn't do anything. And when you were in pieces, I tried to put you back together, but I couldn't, and there was so much blood…! It was everywhere…! My hands got soaked in it, and it turned into this huge pool and—!"

"Whoa, whoa." Panthro held up a hand, "Calm down, it was just a dream."

Leanne looked up at him, "But what if it wasn't?" She asked, "What if it was a vision?" She pulled herself closer, "I was so afraid… I thought something had happened to you."

"There's nothing to be afraid of." Panthro said, "I'm fine. Nothing's happened."

"But what if something _does_ happen?" Leanne asked him, "What if something goes wrong, and I'm not there to help?" She sniffled, "Panthro, I'm scared."

"Everything will be fine." Panthro said, "There's nothing wrong and nothing is going to happen. And besides, if something _does_ happen, we're ThunderCats. We're the strongest species on Third Earth. I won't die." He pulled her away from him, and she sniffled, wiping away some of her tears.

"But, Panthro—" He stopped whatever she was about to say by putting his hand on her head.

"Don't worry about it." He said, "Once we get the stone, we'll just be one step closer to beating Mumm-Ra, and one step closer to getting you home." He ruffled her hair, and Leanne couldn't help the smile on her face. "Now, go back to sleep. We're going after the stone in a few hours." Leanne nodded silently and went back to her sleeping bag.

Although she was glad that nothing had happened to Panthro, she couldn't help the uneasy feeling in the pit of her stomach.

* * *

><p>The next morning, everyone was up and riding in the Thunder Tank, speeding off to the elephant village. Leanne had her head stuck out of the top of the tank, Lion-O on her other side while Tygra sat in the seat beside Panthro, with Cheetara sitting in between them. Lion-O had just finished explaining the vision he had seen with Leanne about the Spirit Stone.<p>

"So, the stone's been in that blasted hut all along?" Panthro asked him.

"Not exactly." Lion-O said, "It's in the Astral Plane."

"And _where_ on Third Earth are the Astral Planes_?_!" Panthro asked irritably.

"It isn't _on_ Third Earth at all." Leanne said, "The Astral Plane is a… well… if you think of Third Earth as a piece of paper, and let's say, my world as another piece of paper just below it, the Astral plane is sort of between there, only, it pierces the papers, and kind of attaches them. It's basically the space _between_ spaces. The hut is just a portal to that, like a wormhole or something."

"What?" Panthro asked, not understanding a word of what she had just said.

"The Astral Plane is a spirit realm." Cheetara said, explaining it in terms a cat might understand, "The hut is just a gateway in." Panthro still didn't get it.

"Is it in the village or isn't it_?_!" He snapped.

"It is, _and_ it isn't." Tygra said. Panthro let out a low growl in frustration.

Lion-O pulled out the Sword of Omens, smiling at Leanne, "It took a while, but I think I finally got the hang of this thing." Leanne smiled at him.

"I knew you would." She said.

"There was a reason the sword chose you." Cheetara said, smiling up at him.

Leanne ducked down, having had enough of the wind blowing in her face and went to go and talk to the twins while they rode on. Lion-O smirked at Tygra.

"It's probably the same reason _she's_ gonna choose me." He said, before going into the tank after her. Tygra scowled.

"And just like the sword, one more thing you don't deserve." He muttered under his breath, knowing no one had heard him.

Leanne ran her fingers through her hair like a brush to get rid of any tangles the wind had caused. She looked over at the twins as WilyKit swung back and forth on a small shelf in the tank, her brother next to her, and Snarf on her other side.

"I'm excited we're going back to the elephant village." WilyKit said, "I can't wait to see Aburn!"

"Like he'll even remember you." WilyKat said with a grin, "What's so great about that place, anyways?"

WilyKit dropped down from the shelf to sit next to her brother, "I guess it just feels like… home." She said with a sheepish shrug.

WilyKat scowled and reached into his backpack, pulling out the scroll of the illustration of El Dara, the place they both wanted to go, "We'll be home when we get to El Dara." Leanne sat down on the bench at the other side of the twins. Lion-O came up and sat beside her, smiling. She smiled back and made herself comfortable on the bench.

"You know, that El Dara place might not even be real." She said to them, "How do you know it exists and that sketch isn't of some other place?"

"It says it's El Dara right here in the corner!" He said, pointing to some small writing just below the sketch.

"Okay," Leanne said, "But even if you do find it, you shouldn't expect a city of treasure. It's probably all ruins by now."

"What makes you say that?" Lion-O asked, wondering where this opinion was formed from.

"It's a city of treasure." Leanne said, "A place like that was probably filled with thieves going after it, and maybe even a warlord or two. I wouldn't be surprised if that place was reduced to nothing but rubble." She linked her fingers behind her head, "Greed does crazy things to people." The twins looked worriedly at each other, finding some truth in her words. Leanne, seeing that they looked ready to cry, immediately jumped up to amend her statement, "O-Of course, I could be completely wrong! I mean, who's to say that no one outside the city has ever found it? It could just as well still be a city of treasure, perfectly fine." She slumped in relief when she saw their expressions brighten.

She almost fell over when the tank jerked to a stop, and she looked up when she heard Panthro exclaim, "By Thundera!"

"The elephant village!" Cheetara exclaimed.

Leanne, sharing a worried glance with Lion-O, went up to the top of the tank, looking to see huge, black smoke stacks coming from where the village was. WilyKat and WilyKit followed them.

"What happened?" WilyKit asked when she saw it. Lion-O pulled out his sword and Leanne's hand overlapped his on the handle.

"Sword of Omens, give me sight beyond sight." They said, the handle extended over their eyes, which began to glow as a vision filled their sight.

They saw the entire village, all of the elephants, had been taken captive by lizard soldiers, who had them all rounded up in the village square, weapons making sure they didn't move. They also saw Grune, who was apparently the leader of this particular squadron of lizards, going into the hut with a confident smirk on his face. It was there that the vision ended, but that was all they needed to see to know what had happened.

"We're too late!" Lion-O said, "The lizards have found the hut!"

"Panthro, take the tank a little bit away from the village." Leanne said, "We can't have the lizards spotting us." Panthro nodded and turned the tank, going over to a large plain at the base of the huge almost mountain where the elephants lived.

* * *

><p>When Grune entered the hut, he shouted aloud at what he saw. The hut was practically empty except for a broom resting in a corner. He growled in fury as he grabbed it, and stalked back over to where they held the elephants captive. The lizards all moved out of his way, not wanting to be on the receiving end of the saber tooth's fury.<p>

"You leather-eared pacifists said the stone would be here!" He snarled at them.

"…Said what would be where?" Aburn asked. Grune's fury only grew.

"That fabled elephant memory…" He growled, he turned to where a small figure rested against one of the lizard's huge battle robots, "Lucas!" A young human boy with hair so bleached it was almost white, turned his ghostly green eyes, one of them covered by his incredibly bleached bangs, to the saber tooth who had called his name. "You said the stone was in the hut! The only thing in that hut was this broom!"

"The broom," Anet said, pointing to it, "We've been looking for that." Grune growled as he snapped the broom in two with his claw. He turned back to Lucas, who looked at him with an impassive expression, the only one who seemed to be completely calm.

"Where. Is. The. Stone_?_!" He growled to him.

"I _told_ you." Lucas said, his British accent showing in his voice, "I may be a seer, but I can only see for so far. I am no master, like my grandfather, so I can't see every little thing that happens. But as I said, I saw the stone in the hut. There is no reason to doubt my visions. The elephants even confirmed it."

"But it's not there!" Grune said, "Your vision must have been wrong!" Lucas's eyes turned into a fierce glare and he stiffened, he took a step towards the saber tooth, anger flooding his veins.

"I may be a novice at clairvoyance," He growled, "But _never_ say they're wrong. My visions are never _wrong_!" His anger towards him was enough to make all the lizards flinch back at the young man's anger, but Grune stood his ground. He towered over the young man, and could easily throw him to the ground, if it were not for his great magical power, he would have done so just for having him talk back to him so disrespectfully.

They had met Lucas shortly after his last exchange with the ThunderCats. He claimed that he was seeking power for his clan, the Steelworths, who were the fourth most powerful in the world. He said that there was something that was holding his family back, and he sought something that would help to increase his family's power so as to help them gain some upper hands in the magical community. Grune agreed to let him join with them, only if he swore his loyalty to him and followed his orders. Which he readily did, so he could help his family. But he had regretted bringing the gifted young man along, since all he had done since he joined, besides tell him different visions, was disobey every order he gave and practically nothing else. He was a nuisance, in Grune's opinion. A man hardly worthy of being a soldier under his command, but _damn it all_, his power of visions was so convenient! If it wasn't for him, they would have never have even _known_ about the hut.

Grune turned around towards the elephants, "Give me what I came for!" He ordered.

"And that would be…?" Anet asked.

"The stone!" Grune snarled.

"Oh, that." Anet said, "Have you checked the hut?" Grune growled in frustration.

"Perhaps you need a reminder of the stone's importance!" He said, he picked up his spiked bludgeoner, powering it up and firing off a green lightning bolt at a tree growing at the cliff.

"Such violence…" Lucas muttered as he looked at the smoking remains of the tree.

"Anything to say now?" Grune asked the elephants with a smirk.

"Why, yes," Anet said, "Thank you."

"Excuse me_?_!" Grune exclaimed.

"You've really opened up the view!" Anet said, smiling at where the tree had been.

"And our garden will get more sunlight, too." Aburn said. Lucas let out a snort of laughter as the elephants all agreed with them. Grune slammed his weapon down on the ground in anger.

"You have until the third moon rise to remember," He said, gesturing to where the first moon had already risen, "Then, I start calling the herd!" Lucas shook his head, as if unable to believe the situation he got stuck in. "And you!" Lucas looked at Grune when he pointed to him, "Work on those visions! I want that stone as soon as possible!" Lucas sighed.

"_Yes_, O mighty commander Grune." He said with a mocking bow towards him. Grune growled at him, and Lucas gave no reaction to it.

* * *

><p>Panthro looked through a scope at the lizards waiting for them at the village. He growled when he saw the all-too-familiar saber tooth. "Grune…"<p>

"Grune is there?" Lion-O asked, hoping that wouldn't see the saber tooth again. Panthro's brow furrowed as he saw Grune speaking to a person whose face he couldn't see, who was dressed in a black zip up hoodie and a pair of dark denim jeans. He turned his head away from Grune with a haughty expression, infuriating him. When he turned his head, Panthro was able to see that he was human.

"I think another one of your relatives is there, too, Lee." He said, handing her the scope. She looked at him in surprise and took the scope, looking through it to the young man who was speaking back to Grune, and when the cat just about raised his hand to strike him, he raised his hand, and an invisible force pushed back the cat into one of the still battle bots of their army. Grune stood up and yelled at him, and the boy snapped something in return.

"…I've never seen him before." Leanne said, "I don't know who he is, but whoever he is, he's clearly working with Grune, even if he's not happy about it." She handed the scope back to Panthro, who clipped it to his belt for use later.

"We need to go about this delicately." Lion-O said, "He's got hostages."

"Aburn…?" WilyKit murmured quietly, looking concernedly at the village.

"What are you thinking, Lion-O?" Cheetara asked him.

"Let's wait until nightfall." Lion-O said, "Use stealth."

"Are you kidding_?_!" Tygra snapped, "We can't waste time waiting for the right window! We should move in _now_! I say we take the tank, it's our only chance against their firepower."

"Why do you have to challenge every command I make, Tygra?" Lion-O demanded in frustration.

"Because _I_ was the one who actually studied military strategies with Father, while _you_ goofed off!" Tygra snapped back.

"The tank can't make it." Cheetara said, "Besides, I always considered stealth to be your biggest strength." Tygra looked away, muttering something under his breath that Leanne couldn't hear.

She reached over to try and give him some comfort, but the second her fingers made contact with his fur, she suddenly saw a vision.

* * *

><p>It was a misty morning, and Leanne was looking through Tygra's eyes. She realized she was living another memory. Tygra looked ahead at a huge pair of oak doors covered in intricate patterns of the clerics of Thundera. At the front of the door, resting her head on her knees, was a young Cheetara.<p>

"…Have to hold on…" She muttered to herself. Leanne realized this must have been the time when she was being tested by Jaga. Tygra quietly and quickly went over and put a white flower by her side, then quickly ran back to the pillar he had been hiding behind. He watched as Cheetara looked up and saw the flower. She picked it up, gazing at it with a smile, then looked up at Tygra. She smiled at him, and Tygra smiled back. He started walking over to her, planning to talk with her, but stopped when he heard footsteps and the sound of a cane hitting the stone ground, he quickly went back to his hiding place as Jaga approached the cleric's headquarters. Cheetara stood up, holding the flower and smiling hopefully at him, but he didn't even glance at her, not even when he spoke.

"Please. Go home. You're wasting your time." He said, then he walked through the doors of the building, leaving Cheetara outside. She returned to her original sitting position, and Tygra walked away, his courage for wanting to speak with her suddenly gone.

* * *

><p>The next day, it was pouring rain, and even dressed in heavy metal ThunderCat armor, Tygra still went to see how Cheetara was doing. He looked and saw that she still sat in front of the door as Jaga walked by her.<p>

"Still here?" He asked as he opened the door. He didn't get a reply from the young girl, and he didn't expect one as he shut the huge oak door.

Leanne could tell that Tygra wanted to go over and say something to Cheetara, but he didn't move.

* * *

><p>The next day, after the rain had passed, and the sun was shining high in the sky, Tygra could see that Cheetara's actions were leaving her very weak. She was slumped against the door of the building, and she had gone three days without food or water, with the exception of the flower that Tygra had given her (If she ate it, that is), so exhaustion and dehydration was to be expected. Tygra stayed at the pillar, still unmoving as Jaga came by once again. He looked down at Cheetara, noticing her weak state. She let out a small moan and began to fall over, collapsing after all her days of waiting, and Jaga caught her by the shoulders before she could hit the ground and set her upright.<p>

"It seems you _can_ show patience after all." He said. Cheetara's eyes fluttered open and she looked up at the elderly cat, "The clerics accept you, Cheetara of the ThunderCats. You may enter." Cheetara gave him a small smile and he returned it as he reached down and hooked his arm under her legs and around her back, picking her up and carrying her into the cleric's building. Once the doors closed, Tygra dashed to the spot where Cheetara had been sitting, he looked, and saw the remains of a flower petal that he had given her and he smiled. She had accepted his gift to her. Then he frowned sadly when he realized that, what with the cleric's strict training, he would probably never see her again. He turned away from the building, going back to what he had been doing before he had even seen Cheetara.

* * *

><p>Leanne pulled her hand back immediately, surprised that she had lived through another person's memory again. Tygra raised his eyebrow at her when he saw her widened eyes, and she quickly looked away.<p>

* * *

><p>Lucas's eyes widened when he felt a sudden surge of power, and turned his attention away from where Grune was berating him for attacking him with magic and turned his head to the forest beyond the village, where Leanne and the others were hiding.<p>

"…And that's— _Are you even listening to me?_!" Grune snarled when he noticed Lucas's attention was elsewhere.

"…Did you feel that?" He asked, his voice quiet.

"Feel what?" Grune asked, annoyed. He raised an eyebrow when he saw Lucas grin.

"Seems I may be able to leave this place sooner than I thought." He said, "I sense a great amount of power nearby."

"Is it the Sword of Omens?" Grune asked, thinking the ThunderCats had come for a visit.

"No…" Lucas's grin grew wider, "It's better than that. I've only heard _stories_ about this power, and it's no fancy sword." He walked to where the wall was, his eyes searching for any sign of life, but finding none. "It's a Redoric… And the Untamed at that." Grune raised a curious eyebrow at his unusual behavior, but didn't care enough to keep thinking on it. He went over to the young boy, and grasped his head in his huge hand, turning his head away from the forest.

"You can worry about some kind of magical power later," He said, Lucas pushed his hand away from his head with an angry glare, only to have Grune grab the front of his black hoodie and bring the boy's face to his, "Right now, I want you to focus on finding that stone!" He tossed him back the ground carelessly, and Lucas stumbled a bit before standing and glaring at the saber tooth. "Or would you rather you be without an entire army to help your family?" Lucas ground his teeth in anger, but did as he asked, and went to find a comfortable place to perform his magic.

* * *

><p>Everyone waited down in the plains for the sound of the evening bell, having made sure to hide the tank before doing so, to make sure they weren't caught. The sun had almost completely fallen behind the sky as Third Earth's third moon began to rise. Leanne wasn't too far away from him, but she was closer to Lion-O than she was the tiger.<p>

Ever since his confession to her, things had become so _awkward_ between them. She couldn't bring herself to look into his eyes without being reminded of it and having her face flush in embarrassment and humiliation. She would much rather have it where Tygra was just the annoying big brother she never had, instead of the older brother of the guy she likes that likes her. She felt like she was in some cheesy cable drama where shocking stuff happened every two minutes (And by 'shocking' she meant stuff that didn't make sense until after they had the characters explain it because they wanted their audience to be so amazed by the drama). She didn't know what kind of God was in charge of Third Earth, but whoever it was must be having a _field day_ with all of this screwing of her life.

"Ever since we were cubs," Lion-O said to her, "Tygra's fought me at every turn."

"Well, he _is_ a very proud person." Leanne said, giving him a small smile.

"It goes deeper than that." Lion-O said, "There's always been some kind of… darkness in him." Leanne glanced back at where Tygra was.

_A darkness?_ She thought. She wasn't comfortable around the tiger, but that didn't mean he was evil. She looked back at Lion-O, "Maybe it's because he's been living in his little brother's shadow his whole life." She said, "Try and see things from his point of view. When you were cubs, and you had those little play fights, he always won, right?" Lion-O nodded, "Well, now that person that lost those battles against him is now commanding him. It's natural to want that position back after such a long time." Lion-O said nothing, considering her words.

He looked up when he heard the heavy ringing of the evening bell, his body tensed.

"It's time." He said to the others, "Let's move."

"…Still think we need the tank." Tygra muttered as they started sneaking towards the village.

They were quiet as they headed up the mountain, being completely silent as they reached the entrance to the elephant's village, which was surrounded by lizard guards. Lion-O had it all planned it out, and he had Snarf go towards them, telling him to wait until they spotted him to run. Snarf was going to be a little distraction for the guards to lure them away from the entrance so they could take them down without worrying about other lizards coming after them. When they did spot the little creature, he started dashing around their legs playfully, making sure to bring a pair of them over to where Panthro was. When they came to him, he knocked their heads together hard enough to make them pass out. Now, they attacked. Lion-O pulled out his sword, taking out two lizards with each swing as he moved. Leanne, not wanting to draw too much attention to them, used her powers to make the earth beneath some of the lizards turn into very loose quicksand, making them sink into the ground. Once they were up to their necks in the stuff, she took away as much water as she could from the ground, making it harden, trapping them in the ground. Tygra made himself invisible so as to get an advantage on the lizards, sneaking up from behind them and throwing them to the floor. Cheetara took her staff and whirled it in the air expertly before slamming it in the ground, where roots like a trees started growing from the bottom of the staff, moving like bark-covered tentacles and wrapping around the legs of a few lizards, lifting them up in the air and throwing them back down on the ground. Leanne looked at the cheetah, who seemed just as surprised as she did that the staff had that kind of power.

"Very nice." She said. As they worked to take out the rest of the guards, WilyKat and WilyKit started running up the stairs to the village to see if there was anything they could do to help the captured elephants.

When they reached the top, they looked with wide and disbelieving eyes at the sight of all the elephants trapped by the lizards.

In their entrapment, Anet glanced up at the sky and saw that the third moon had risen into the sky. He looked back when he saw Grune approaching.

"The third moon is rising." He said, "Are you ready to talk?"

"I love a good discussion." Anet said, "Any topic in particular?"

Grune growled angrily, and turned to where Lucas was sitting in the lotus position, his eyes glowing a bright green as he focused on a small charm in front of him which he had hidden under his hoodie. From what Grune understood, it was a special talisman that had been passed down in his family for centuries for the specific use of the eldest seer of that generation. Lucas was an only child, so it had to go to him. He said it was a special catalyst that helped him to focus his abilities in seeing. It was also glowing a bright green color as he it floated in front of him. "Lucas!" His shout broke Lucas's concentration and the talisman fell to the ground, much to Lucas's aggravation, "Have you found the stone yet?"

"If you hadn't broken my concentration, maybe I _would_ have!" Lucas snapped at him. Grune growled and glared at him, and Lucas reached down, picking up his talisman, "But my visions remain the same, the stone is in the hut, as I said before." He stood up, putting the talisman back around his neck and tucking it under his clothes. He walked beside Grune, looking at the elephants, wondering what he would do next.

"Very well," He sighed, he turned back to Anet, "And since you elephants have more than tried my patience," He turned to the lizards, "Start with Aburn!" Murmurs went through the crowd of elephants at the mention of his name. One of the lizards went over to the Aburn, using his gun to get him to move away from the crowd, and he did so with hands raised in surrender.

"Aburn!" WilyKit exclaimed, "We have to do something!" She jumped down from the wall that she and WilyKat had been sitting on, just as everyone else came up and hid in the bushes from the lizards.

"Kit! Wait!" WilyKat hissed to try and stop her, but she kept going. She ran up onto one of the elephant statues and went to the top of it.

"No one. Touches. My. Friend!" She shouted at them, catching everyone's attention.

"Hey, it's Kit!" Aburn said happily, as if his life wasn't in mortal peril, "And look! You brought Linus and your friends!" Everyone looked to the bushes where Lion-O and the others were hiding.

"What do you know?" WilyKat said with a smile, "He does remember us."

Leanne sighed exasperatedly, "Yeah. Great. Way to go, Aburn." Lion-O was the first to move from his hiding place and out of the bushes, everyone following suit. Lucas's eyes immediately went to Leanne, who didn't notice his gaze as she glared at the lizards. They all prepared their weapons for the upcoming battle.

Grune pulled out his bludgeoner, pointing it at Aburn, "Weapons on the ground, or the grass-eater gets it." He threatened, powering it up. Everyone tensed at his request, "I assure you, I won't miss a target this big." Lion-O grit his teeth angrily, but did as he asked, and threw his sword to the ground, where it shrunk back to its smaller size, and everyone put their weapons down. Grune glanced at Panthro when he noticed he had yet to put down his nun-chucks, "General…" He raised his bludgeoner higher to make a point, and Panthro growled in the back of his throat.

"Traitor," He spat as he threw the weapon down. Grune looked at Leanne, his eyes narrowing at the sight of the Jewel of Omens around her neck.

"And don't think I can't see through your little play." Grune said, "Take off the necklace." Leanne bit back a snappy remark and reached up to do as he asked.

"Now just a moment, Grune." Lucas said, holding up his hand. Leanne, her hands still posed to remove the necklace looked at him oddly. Lucas walked with an air of confidence as he moved over to her. Leanne stiffened and took a step back once she realized he was walking to her, but he didn't falter until he was standing right in front of her. He reached up for the jewel, which sent out a bolt of red lightning at his hand. He pulled his hand back, but didn't seem surprised that it had hurt him. He looked up at Leanne, who was the same height as he was, and cupped her chin in his hand. Lion-O let out a feral growl at the sight of him touching her, and Tygra did the same. Leanne was stiff in his hand, unmoving, even though she _really_ wanted to kick this guy's groin. "Let her wear it."

"Excuse me?" Grune growled, "You want her to hang on to that kind of power?"

"No, you idiot." Lucas said, turning to face him, still holding Leanne's chin, "The necklace is acting as her catalyst. It's not giving her powers an extra boost, it's keeping them _under control_." He looked back at her with a predatory smirk, "After all, this is the famous Untamed that we're talking about. Think of her body as a huge lake held back by a dam, and imagine that the necklace she wears is the floodgate. Remove it, and all that power could come bursting out of her, the fact that it's managed to stay all cooped up inside her for this long already without even a single leak is truly a mystery." Leanne looked at him oddly.

"What are you talking about?" She asked him. Lucas only chuckled and patted her cheek.

"Oh, you innocent little thing." He cooed, "Seventeen years old, and not even aware of your abilities? It almost brings a tear to my eye." Leanne glared at him, smacking his hand away.

"You better explain yourself." She said to him.

"Is that a threat?" Lucas asked, at the mention of a threat, the lizards around them started powering up their guns, ready to fire at Leanne. Lucas kept a confident smirk on his face, "But, I will answer your request. You are Leanne Redoric, no?" She looked at him in surprise.

"How do you know my name?" She demanded.

"Your magical ability is known _worldwide_." Lucas said, "The famous Redoric that never got her proper magic training. It's a wonder why your mother ever renounced it. I heard it was because of some traumatic event when you were a child." Leanne tensed at the mention of her past, "But I couldn't care less, really. You see, Leanne, I'm from a less powerful family called Steelworths. We're right under your family in terms of magic, but before our generation, _we_ were the third highest power in the world. The only reason your family got bumped up is because of you. The famous Untamed Redoric child."

"What untamed?" Leanne demanded, "What are you talking about?"

"Oh, you don't know?" Lucas asked in false innocence, "Without proper training, a witch such as yourself could lose control of your powers and, well, die, but you're different. You had no training whatsoever, and yet here you are, alive and well. Your mother must have put a very strong restraint spell on you to last seventeen years. You're known as the Untamed because you have never _once_ tapped into your magical power, and it's just been building and building after all these years, and you are still alive. I bet you could even rival the Potter family in power if you wanted to." Leanne eyed him worriedly as he grasped her chin again, "Seventeen years of untapped magical power. What I'd do to get my hands on _that_."

"Lucas, you're doing a great job in your monologues," Grune said sarcastically, making Lucas's smirk disappear, "But we have more important things to worry about now." Lucas released Leanne's chin, scowling at the saber tooth as he stuffed his hands in his hoodie pockets, walking over to him. When he went back to the place where he had been before, Grune moved away from Aburn, going to where Lion-O's sword lay and picked it up. "At last, the sword falls into _worthy_ hands. Of course, that's not what I came here for." He pointed the small blade at Lion-O's throat, "Where is the Spirit Stone?" Lion-O glanced at the sword, then smirked mischievously up at Grune.

"Have you checked the hut?" He asked, Grune's hand shook in fury as he held the sword.

"Oh…" He growled, bringing his hand down, "You may be prepared for your death," He turned to the lizards around the elephants, "But are you prepared for _theirs?_!" The lizards powered up their weapons, ready to fire. Grune turned back to them, waiting for an answer.

"I don't know where it is." Lion-O insisted.

"And yet, you came back to the village." Grune said, he turned and raised his hand. "Wipe out the entire herd!" The lizards all aimed their weapons at the elephants, and the lizard bots aimed their guns at the heard, powering up their huge cannons. The elephants all looked at them in fear. In it all, no one noticed Tygra slipping away from the group.

"No! Wait!" Leanne said quickly, "I'll… I'll tell you where it is."

"Leanne!" Lion-O hissed.

"Do you want to watch them die?" Leanne demanded, turning on him. Grune, accepting her answer, raised his bludgeoner, telling the lizards to stop.

"If you say it's in the hut…!" He said, letting the threat dangle in the air.

"It's not _in_ the hut," Leanne said, "It's _through_ it, in the Astral Plane. The hut is just a doorway to it." Grune smirked when he had gotten the answer he wanted.

"Show me." He ordered her. Leanne took a step forward to show him, but Lion-O stopped her with his arm.

"If you're taking her, I'm going with you." Lion-O said, glaring at Grune. He looked curiously at Lion-O for a long moment before speaking.

"Fine." He tossed the sword to Lucas, "You're coming, too." Lucas rolled his eyes and followed them as they went to the hut. Lizards stood outside, guarding it in case something went wrong.

When they walked inside, Grune looked up at the huge wall of the small (For elephants) hut, "If the hut is just a doorway," He said, turning to Leanne, "Then how do we open it?"

"With a key." Leanne said, she pointed to the Sword of Omens in Lucas's grasp. Lucas looked at the sword with interest as Leanne spoke to Grune, "And you know very well that Lion-O is the only one who can use it." Grune considered this for a moment, and then looked back to Lucas, nodding at him, giving a silent command. Lucas looked at him like he was crazy for a moment, then sighed, looking over at Lion-O.

"Don't do anything stupid." He warned, then tossed him his sword. Lion-O took it, and lengthened the blade. He glanced at Leanne, who inconspicuously shook her head. No need to let Grune know that the sword was more powerful when she used it along _with_ Lion-O. He looked at the wall, letting the sword show its power, sparks flying from the blade. He ran at the wall, and drove the sword through it. A bright, golden glow came from the sword, slowly growing larger on the wall. The glow was so bright that the light flooded out of the doorway to the hut, revealing itself to everyone outside.

"Incredible…" Grune breathed. He ran towards the portal once it was big enough and pushed Lion-O aside, taking the sword from him. He turned to the doorway and shouted, "Prepare a party to enter! But first," He raised the sword up, "Kill them all!" The lizards powered up their huge cannons again, aiming for the elephants.

"No!" Leanne cried. She ran out of the hut, ready to stop them, but something beat her to it. Out of nowhere, familiar rockets shot up and onto the robots, exploding on impact and destroying them. A huge, metal claw shot up from the cliff side, taking out one of the robots as it did, and hooked into the ground, dragging on the ground until it safely secured itself on the cliff as more rockets came out and hit the ground, taking out a few lizard soldiers. Another claw shot up and secured itself, and Leanne heard the familiar rumbling of the tank as it used the claws to help it to climb up the cliff and jump over it into the village, Tygra at the wheel.

"I don't believe it!" Cheetara exclaimed.

"Me either! Who said he could drive my tank_?_!" Panthro growled.

Taking advantage of Grune's distraction about the tank, Lion-O ran forward and swiped his sword from the saber tooth. Leanne and Lion-O headed outside the hut, ready to fight off the lizards as Lion-O lengthened his sword, and Leanne held out her palms, making two balls of fire appear.

Lion-O ran at the lizards, taking out as many as he could with one swing, and taking out the rest with another. Leanne headed straight for the lizard robots, building up huge power into her flames and shooting them at the mechanical beasts. She smiled at the sound of them exploding on impact. Lucas watched her, his green eyes never leaving her form, then smirked.

"Oh, you silly girl." He muttered, he raised his hand and Leanne, who had previously been flying in the air, suddenly jerked down to the ground when the chain of the Jewel of Omens went tight around her neck. A choking sound escaped her throat as she was yanked back. She looked back to see Lucas holding up his hand. Leanne scowled and ran at the teen, ready to fight him. Immediately, once she got close enough, he reached for the Jewel of Omens. Leanne saw this and jumped back before he could grab it. "Do you think I'm an idiot, Leanne? You think I can't tell what your catalyst does for you?"

"What are you talking about?" Leanne asked him, "Ever since we met, you've been spouting stuff that I don't understand!"

Lucas let out a laugh, "I'm talking about that necklace of yours." He pointed to the Jewel of Omens, "It's clear that with the catalyst, your power is significantly weakened, but without it, you wouldn't even be able to tap into that power. So, if you were to lose it, you wouldn't be any more threatening than these elephants!"

Leanne frowned and held up her hands, holding fire in her palms, ready to fight him, "That doesn't mean I can't take you on!" Lucas smirked and held up his hands, a strange, smoky green energy covering his hands.

"Bring it, Redoric!" He challenged. They both charged at each other.

Meanwhile, Cheetara and Panthro had beaten their weapons away from the lizards. Cheetara went straight for the robots, destroying each one as she used her speed to help her jump up higher on top of them. Panthro took out some of the foot soldiers, and once they were out of the way, Panthro turned to where Grune was.

"You're mine, Grune!" He snarled, eager to get his revenge on the former soldier.

"Stop him." Grune said calmly, speaking to the soldiers. They all charged at Panthro, who knocked each one out of the way.

"Drag myself out of a pit…!" Panthro growled as he beat his way through the lizards, "Nearly starve to death wandering the desert to get at you!" He knocked out three lizards in one swing, "You think a few lizards are going to keep you _safe?_!" Grune only backed away as the lizards kept coming to Panthro.

"I'm afraid this will have to wait for another day!" Grune called to him, "I can see when the odds are not in my favor. Lucas!"

"Huh?" The blonde boy in question turned his head at the sound of his name being called. His clothes were slightly singed, and both he and Leanne were a little out of breath.

"It's time to retreat!" Grune called.

"Retreat_?_!" Lucas echoed in shock, he jumped back before Leanne could land a hit on him. He let out a frustrated groan, "This isn't over!"

"Believe me," Leanne said, "I'm hoping the same thing." Lucas glared at her, and followed Grune over the side of the cliff with the remaining lizard soldiers, all of them riding away on special bikes. Panthro stood at the cliff side, glaring at their retreat.

* * *

><p>Once they were gone, all the ThunderCats as well as Aburn and Anet, stood at the portal to the Astral Plane.<p>

"Finding the stone will not be easy." Anet said, "The Astral Plane is unlike anything you have ever encountered. There, thought itself, is formed into reality."

"That sounds like _oodles_ of fun." Leanne said sarcastically.

"Okay," Lion-O said, he took a deep breath in and out, "I can do this." Leanne smiled and went up, kissing his cheek. Tygra's eyes widened at the gesture.

"We can do this." She said, "I'm coming with." Lion-O seemed a little apprehensive at the idea, but he nodded. Leanne was a tough girl, she could handle herself.

"I'm going with you, too." Tygra said, "This mission is too important for just the two of you to handle alone."

Lion-O scowled, "Thanks, but I don't need your help."

"Funny," Tygra said, "Because I already saved your tail _once_ today." Lion-O glared at him, and Leanne looked uneasily between the two brothers.

"I sense a negative energy between you two." Anet said, looking at them.

"Yeah, ever since we were cubs." Tygra said.

"Fine." Lion-O said, "After you." Tygra held out his arms to the door, looking at Leanne.

"Ladies first." He said. Leanne gave him a little smile as she went over to the portal, she seemed a little apprehensive about going in, but she did, Tygra following her inside a moment later.

Lion-O was about to go after them, but was stopped by Anet's hand on his shoulder. "Wait, there is something I must tell you." Lion-O looked up at him as he spoke, "I see something… A vision." Lion-O waited as Anet seemed to stare off into the distance, looking at his vision, "By evening bell tomorrow, you will know a betrayal by your brother that you have never known."

"We don't always get along, but…" Lion-O began, "He wouldn't _betray_ me."

"Anet's visions are never wrong." Aburn said, his voice warning.

"…Never?" Lion-O questioned. Aburn didn't answer him, but he didn't need one. Lion-O, a new feeling of uneasiness filling him, walked through the portal to the Astral Plane.

No one noticed the strange crow with beady red eyes resting on the branch of a tree outside the hut.

_"March toward your death, ThunderCats!"_ Mumm-Ra hissed quietly through the beak, _"For in the Astral Plane, Mumm-Ra is __**all powerful**__!_" He jumped off the branch and swiftly flew into the portal after the three who had gone in. No one seemed to hear the strange laugh that came out of the crow's beak.

* * *

><p><strong>I'm sooooo sorry this took so long! I tried one idea, and that was a total fail, so I went back to this.<strong>

**I'm really, REALLY, sorry!**


	18. Between Brothers

18

Panthro looked out through a scope, surveying the huge armada that was approaching. Hundreds of lizard soldiers, with dozens of lizard robots. There was one in particular that caught his attention. It was a bit bigger than the other ones, armed with a huge array of missiles and various other weapons, ready to fire on command. He adjusted the scope's magnification and got a better look at where Grune was lecturing Lucas about something he had done. Instead of turning his head away with a haughty expression like he had done before, he listened for a moment until Grune was finished. Then, he turned his head, his green eyes glowing slightly as he seemed to be looking directly at Panthro, the talisman hanging around his neck glowing as well. Panthro felt a small chill run down his spine at the sight of Lucas's eyes, but wasn't scared of it. He was a hardened soldier for the ThunderCat army who had seen more war than anyone in the entire elephant village, and it would take a lot more than the stink eye from some teenager to scare him off. He adjusted the scope to look at where Grune was eying the village with a greedy smile. Panthro growled in the back of his throat and put the scope away.

He walked over to where the others were waiting outside the Astral Plane portal.

"Bad news," He said, getting their attention, "The entire village is surrounded."

"How many troops?" Cheetara asked, wanting to know how many they would have to go up against, should the time come.

"If I had to guess, I'd say all of them." Panthro said, he looked up at Anet, who was looking into the portal with eyes that betrayed his typical forgetful behavior, but instead, showed a wise, aged elephant who wasn't happy about whatever oncoming peril would come from the portal, "Considering how hopelessly outnumbered we are," Panthro's voice broke his reverie, "Maybe you guys could lend us a hand."

"As always," Anet said to him, "We will seek to understand our role through meditation."

"I'll take that as a no." Panthro growled, going back to survey the soldiers waiting for them.

"I wonder what's keeping them." WilyKit said concernedly, looking at the portal.

"Keeping who?" Anet asked.

"Lion-O, and Tygra, and Leanne! Remember?" WilyKit said, surprised that he had already forgotten. In terms of elephants, Anet probably had the best memory of them all.

"Ah, yes, of course." Anet said, "They went after the Spirit Stone, didn't they?"

"I bet something went wrong." WilyKat said, worried for his friends.

"I _do_ sense a dark presence within." Anet said, looking at the portal, "But on the Astral Plane, they will face an even greater challenge."

"What's that?" Cheetara asked.

"Themselves." Anet said, "By evening bell tonight, Lion-O will feel betrayed by his brother." Cheetara looked at the portal, her brow furrowing in worry. Would Tygra really betray Lion-O? Why would he do that? It didn't make any sense. "I believe I also had another vision at the time, concerning _you_."

"Me?" Cheetara asked in surprise.

"Yes," Anet said, "Also by evening bell, you will feel the same about Leanne." Cheetara's eyes widened.

"Leanne?" She repeated, "She wouldn't betray me. Why would she?" Anet looked back at the portal.

"We do many things, without truly knowing why." He said wisely. Cheetara looked back at the portal worriedly, her thoughts beginning to wonder what reasons Leanne would have to betray her.

* * *

><p>In the Astral Plane, Leanne couldn't stop staring at the vast expense of nothing she and the two royal brothers walked through. It was as though they were walking through the sky, on the clouds themselves, but a solid surface of glass kept them from touching the clouds beneath them, and although the clouds above seemed so close that you could touch them, none of them could reach it. As they kept walking, the ground suddenly began to rumble, and in the distance, they saw a tower on its side, similar to the ones they had seen in Thundera before it had fallen, coming up out of the nothingness. A moment later, a familiar giant panther statue came out of the ground, also tilted onto its side. A second later, even more statues from Thundera poked out of the ground. Even a statue of King Claudus poked out of the ground underneath their feet, lifting them up high as the area became filled with various monuments from Thundera. Leanne even spotted a few various objects from old neighborhoods she lived in. Like lampposts, street signs, even a mailbox or two.<p>

"This place gives me the creeps." Tygra said, "Let's just find the stone and get out of here."

"We've already searched everywhere." Lion-O said.

"The elephants _did_ say that, if you can't see something, you're not looking at the big picture." Leanne said, hoping it would offer some help.

"That means it's probably right under our noses." Lion-O grumbled. They all jumped down from Claudus's statue and continued their search.

"If I find it first," Tygra said, "I'm keeping this one."

"The stone is _my_ responsibility, Tygra." Lion-O said.

"It hasn't chosen you, yet." Tygra said, glaring at him. Lion-O stopped walking and glared back at him.

"Something tells me it will." Lion-O said. Leanne looked in between the two brothers with nervous eyes.

"Guys, come on," She reached out and put her hand on one arm of each of them, "Let's just find the stone." They both glared at each other a moment more, but they eventually turned their gazes away and continued to walk through the Astral Plane. As they passed one rising structure from Leanne's past, she couldn't help the involuntary shiver as she recognized it as the front of the home of the family that had caused the cross-shaped scar on her back. No one really noticed the strange crow that was flying over them.

_ "Embrace your jealousy, your greed, your __**fears**__."_ Mumm-Ra's voice hissed out of the beak, _"For in this world, I can make your darkest thoughts as real as flesh. Here, you are nothing more than my puppets. And when you destroy each other, both stones will be __**mine**__."_

* * *

><p>Lucas sat, cross-legged in the lotus position of meditation, the talisman he wore around his neck floating up in the air. His eyes were open, but they glowed a bright green, as did the talisman. Grune waited until his eyes shut and he held out his hand, catching his talisman as it fell.<p>

"Well?" Grune asked, Lucas opened his eyes and looked up at the saber tooth.

"They're definitely in the Astral Planes." He said, moving to stand up, "But they're completely lost. They have no idea where the stone is."

"And the chances of them finding it?" Grune asked.

"At this point? I'd say fifty-fifty." Lucas said, "I don't know for sure." He shrugged. He looked over at the other general who had come to join them as they waited for Mumm-Ra to come out of the Astral Planes, Slithe, who eyed him with a glare. He glared back, "You got something you want to say to me, Frog-face?" Slithe looked away.

"I'm just wondering where you obtained such strange power." Slithe said, clearly not trusting the boy.

"I was born with it." Lucas said proudly, a grin on his face, "Clairvoyance is my family's specialty." Slithe only let out an indifferent grunt, Lucas's grin disappeared and he glared at the lizard, "What, you don't believe me?"

"Forgive me for not believing in things like prophecies." Slithe said.

"They're not _prophecies_!" Lucas snapped, apparently insulted at the idea of being called a prophet. Grune put his hand on the young man's shoulder, holding him back.

"Calm down, Lucas." He said, "Slithe just needs to get used to you. He's not accustomed to being around magical power such as yours." This comment didn't do much to comfort the boy, but it did calm him down enough to not want to try and kill the obese lizard that had insulted him. He moved his shoulder away from the saber tooth's grasp and walked away. His hand reached for the talisman, holding it tightly. When he closed his eyes, he saw a brief image of a young girl with long, wavy blonde hair, her eyes a shining emerald green, and her face as precious as a cherub's. He opened his eyes, and his grip tightened on the talisman.

_Elizabeth…_

* * *

><p>Panthro kneeled down and placed an explosive on the ground. He ran his finger across the surface, preparing it to blow whenever someone touched it. They may have been grossly outnumbered by the lizards, but this trap he was laying down would surely do some damage. With him, WilyKat and WilyKit were looking through his scope at the lizard army.<p>

"Look at Grune the snaggletooth, just sitting out there." WilyKat said, he grinned at his sister, "I bet he's _scared_!" WilyKit grinned with him.

"Ever hear how he lost his tooth?" Panthro asked, looking at the twins. They both looked back at him, shaking their heads. He got up from where he had been kneeling and went over to them looking over the cliff at the waiting army as he spoke, "It was during the Lizard War. Grune and I had busted out of a prison camp and were on the run. With no food, no weapons, and an army after us, we hid in a cave. As it turned out, it wasn't empty." He looked down at the kids, "It was Spidera's nest."

"S-Spidera?" WilyKat repeated nervously, "I-I thought Spidera was just a myth." Spidera, according to Thunderian legends, was a giant spider that liked to feast on animals of all kinds.

"So did we." Panthro said, "Next thing we knew, that beast had us backed into a corner. Fangs dripping with venom."

"What did you do?" WilyKat asked.

"Me? Once she had me in her web, I prepared for the end." Panthro said, "But _Grune_, he ripped out his own saber tooth." The twins shuddered at the thought of ripping out their own teeth.

"_Ugh_… Why did he do that?" WilyKit asked.

"Because he knew that beast only had one weak spot." Panthro said, he pointed to his eye, "Her eyes. Grune used his tooth and jammed it right into that monster." The two kids gasped, amazed that he would do something like that, "Afterwards, Grune said something I never forgot." He closed his eyes as he remembered his words, "_'Any sacrifice is worth the defeat of your enemy.'_" Panthro looked at the two kids, "You _really_ think he's scared?"

The twins shared a nervous glance. After hearing that story, it became clear that Grune wasn't moving because he was scared. He wasn't moving because he was waiting for the right moment to strike.

* * *

><p>Leanne walked with the two brothers, who were incredibly silent, neither of them saying anything, and it scared her.<p>

"Um…" She tried to start a conversation, "Are you guys okay?"

"Yeah." Lion-O said shortly.

"Fine." Tygra said, just as short as Lion-O.

Leanne wasn't eased by their words, "No, seriously. You guys are _not_ okay. You're both really quiet and you're glaring at each other, and it's freaking me out!"

"Sorry, Leanne." Lion-O said, looking back at where he was leading them, "But there isn't really much to talk about." Leanne frowned sadly when Lion-O glared at Tygra.

"Really, guys," Leanne said, "Can we try and regain normality? Because I haven't felt this weirded out since I was a little kid." As they walked, the scenery began to change. At first, Leanne just thought more strange monuments were rising out of the ground, but that didn't seem to be the case as it completely surrounded them, putting them in a dark room lit by candles.

"Where are we?" Tygra asked, looking around.

"I don't know." Lion-O said, "I don't recognize this place." He looked down at the floor of the place where they were, and raised a curious eyebrow at the white circle that had been drawn on the concrete floor.

Leanne felt her blood run cold, "Oh no…" The two brothers looked back at her and saw her silver eyes were wide with fear, and her form was trembling.

"What is it?" Lion-O asked, instantly concerned for her.

"This is…" Leanne trailed off as the door to the room opened, showing two human men, one young and one older, carrying a small body, completely stripped of any clothes, down the stairs.

"She's a bit heavy…" The younger one grunted.

"Don't complain." The older one snapped, "Just strap her down, I'll get your mother." The younger one did as the older one had commanded. He took the body and laid it down on the floor on her back. He moved slightly, and Lion-O and Tygra's eyes widened when they recognized the face of the child.

"Leanne?" Lion-O breathed in surprise. He went over to where she lay and reached out to touch her, but his hand went right through her. _This is just a projection,_ He realized, _it's just going to show us what happened._ The young man moved the young Leanne onto her stomach, strapping her wrists to small posts, and then doing the same to her ankles. The door opened again, and this time, the older man and a woman came down, wearing strange robes Lion-O had never seen and carrying a book that was titled 'Holy Bible' and a small metal carrier that was filled with something burning. The older man handed the young man a folded robe, and a cross-bearing necklace. He took it, but looked up at the man.

"Dad… are you sure we should be doing this?" He asked as he began to don the robes, "I mean, she's just a kid."

"That is exactly why we're doing it." His father snapped.

"I don't see the reason behind it!" The young man snapped back.

"Really, Joseph," The woman said in an admonishing tone, "You can be so ignorant sometimes. If we don't banish the demon that resides in her body, then she'll never know the way of God and she won't be saved."

"Then shouldn't we call the priest or something?" Joseph asked, pulling up the hood of the robe he wore, "Maybe he can perform an exorcism."

"Father Ryan is away this week." Joseph's father said, "So we have to perform it."

"But, Dad—"

"No buts, Joseph!" His father interrupted him, "Now, get the smelling salts! We need her awake in order for this to work!"

"…Yes, sir." Joseph reluctantly did as his father ordered, going over to another part of the room as the mother opened the book and began chanting in a language Lion-O didn't understand. Leanne slowly backed away from the scene, eyes wide, face pale, and heart pounding. She didn't want to relive this. Not this! She never wanted to think of this ever again! Now this place was showing her what had happened in the worst way possible.

Joseph came back with a small container of something and placed it near Leanne's nose. When she breathed it in, she started to wake up, her eyes fluttering, and Joseph put the smelling salts away. When Leanne was completely awake, she realized she was naked, and she was tied up. She started to struggle against her bonds, her eyes tearing up in fear.

"What is this?" She asked, her voice breaking, "What's going on?" Joseph looked at her pitifully, but followed his father as he and his parents began to circle her, chanting in Latin. Leanne kept struggling against the bonds, and when Joseph's mother put the metal container of whatever it was that she had been burning near Leanne's face, she began to cough because she couldn't breathe and moved her head away from it as best she could. Soon, the three of them came to a halt, still chanting, but Joseph stopped when he saw his dad pull out a knife.

"What are you—" He stopped when his father glared at him and he continued chanting. He watched his father warily as he knelt down, his hands around the handle of the knife and his head bowed, as if in prayer, chanting something different from what Joseph and his mother were chanting, and then he lifted the knife up high. The Leanne who wasn't tied down knew what would happen next and she shut her eyes tightly, covering up her ears so she wouldn't have to see or hear it, but it wasn't enough.

The father drove his knife into Leanne's back, and she screamed in pain, tears flowing down her cheeks. Tygra covered his mouth, fearing he might be sick. Lion-O looked on at the scene with incredible fury as he took the knife again and drove it into her a second time, making the cross on her back. Leanne was howling in pain, begging them to let her go. Joseph stopped chanting, looking at what was happening, his eyes wide in horror. His father stood, bowing his head around the knife, and he and his wife circled Leanne, but not Joseph, he stopped, his eyes unable to turn away from Leanne, who cried out for her mother, for anyone, to help her. Blood pooled beneath her, moving to be in front of her eyes, and her small, silver eyes widened at the sight. Lion-O couldn't tear his eyes from it either, until he heard a whimper behind him. He looked back and saw Leanne, crouched down, her hands covering her ears, eyes shut tight, tears leaking out. He was instantly by her side, and she flinched violently when he touched her, but when she saw that it was him, she leaned into him, crying.

Tygra could only keep staring at the horrible spectacle before him. He watched as the father went and got one of the candles, the wax quickly melting on it, and began to bring it over to where Leanne was. Joseph instantly stepped out in front of him, holding up his arms, as if shielding Leanne from his father.

"What are you doing?" His father demanded.

"Dad, this is wrong!" Joseph said, "She's just a child! And you're killing her!"

"She is a child possessed!" Her father said, "We are ridding her of the demon inside, now _move!_"

"No!" Joseph wouldn't budge. "Dad, I know how important this stuff is to you, but she's not possessed! She's an innocent girl, and I won't let you near her!"

"Joseph, get out of your father's way!" His mother snapped.

"No!" Joseph said strongly, "No, you can do whatever you want as punishment, but I refuse to let you lay another finger on this child!" Tygra heard thumping on the ceiling above him, and people shouting, "Police!"

"Leanne…" Lion-O murmured, it pained him to see her so tortured like this, and reliving this event was killing her.

"Make it stop…" She begged through her tears, "Make it stop…!"

"Lion-O, how do we stop this?" Tygra demanded.

"I don't know!" Lion-O said, "If I knew I would!"

Leanne in child form screamed again, and Leanne couldn't take it.

"MAKE IT STOP!" She screeched, her eyes flashing white, and her body suddenly becoming engulfed in a bright light that almost blinded Tygra and Lion-O, surrounding the entire scene and muting out all of the sounds it made. A second later, the light died down, and the scene was gone. They were in the vast expanse of nothingness that was the Astral Planes. Lion-O looked at Leanne, who was still crouched and shaking. He wrapped his arms around her and held her close, "Make it stop…"

"Leanne, it's okay." Lion-O soothed, "It's over. It's gone." Leanne opened her eyes, and a wave of relief washed over her when she realized that the memory had disappeared. She leaned into Lion-O as she almost collapsed. He helped her to stand and she leaned on him for support.

"God…" She breathed, "I never wanted to think of that ever again." Lion-O kissed her temple to comfort her, "Never…"

"You're fine." He said, "It's over." Leanne nodded and stayed where she was, leaning on Lion-O. Tygra glared at the sight.

He carefully helped her to stand, and let her lean on his shoulder. They walked through the Astral Plane, still no one noticing the crow as it shook its head back and forth, as if to rid itself of a headache.

Mumm-Ra let out a 'hmph'. _"This child's magical powers could rival even my own. No matter."_ He looked at how Tygra and Lion-O kept glaring at each other. _"One part of my plan is complete. Now, I simply need to have them destroy each other."_

After walking for a few minutes, Leanne moved away from Lion-O, "I-I think I'm okay now…" She stood up on her shaky legs, trying her best to keep her balance. Tygra went over to her.

"You sure?" He asked, "You were pretty freaked out back there." Leanne nodded.

"Yeah, I think so." She said, "We need to be looking for the stone anyway. Wherever it is."

"Well, maybe if we weren't going by Lion-O's tracking skills, we might be able to find it a little faster." Tygra said, Lion-O glared at him.

"What was that?" He growled, Tygra said nothing and continued walking. Lion-O's growl deepened and he and Leanne followed him, "So we're back at this again?"

"Back at _what_ again?" Tygra asked, although his tone of voice suggested he already knew the answer.

"Face it, Tygra." Lion-O said, "You've always been jealous of what I have."

Tygra stopped, looking back at his brother, "I just think people should only be given what they _earn_." He said pointedly. Lion-O scowled.

"You haven't changed since we were kids." He muttered. He kept walking, and as they kept moving, more scenery began to come up around them. Leanne immediately moved closer to the two brothers out of fear of seeing another one of her memories. Old, broken, stone walls came up and so did trees that were bare of their leaves, and the grass on the ground was yellowed, showing that it was sometime in autumn.

"Come on! Keep up!" A voice said, and the three looked to see two young boys, young cats, "It's this way, follow me!"

"It…can't be." Tygra breathed, recognizing the faces on the children.

"It's us…" Lion-O murmured, "As kittens." The child Tygra ran straight through the real Tygra's body, as did the young Lion-O.

"Is this another memory?" Leanne asked as the two cubs went through to the rest of the ruins.

"Yeah, and it's a bad one." Lion-O said, now seeing what this memory was.

Tygra seemed to recognize it as well, "Our trip to the forbidden ruins. I remember it like it was yesterday." They watched as Tygra and Lion-O began to climb up some of the remains.

"Wait for me, Tygra!" The young Lion-O called up to him.

"You sure you want to keep going?" The young Tygra asked in a taunting voice, "Legend says that those who visit the ruins are never heard from again!"

"I'm not scared!" The young Lion-O said, "I'm the heir to the kingdom of Thundera!"

"If something _did_ happen to you, no one would ever know!" The young Tygra said, trying to scare him. He went over the rest of the ruins, and he went over to where a large hole was, a long branch resting over it. He quickly and swiftly balanced on it, walking across it to the other side of the hole, "Come on! I dare ya to cross this log, scaredy-king!" The young Lion-O hesitated in doing what Tygra asked, walking slowly and carefully along the branch, looking fearfully at the huge depth of the hole.

"This isn't helping us find the stone. Let's go." Tygra said, not wanting to see how this memory played out.

"…Wait." Lion-O said, "If we're seeing this, it's for a reason."

"We know what happened!" Tygra said, "The branch broke, you fell in, end of story."

Lion-O didn't move from his spot, watching the memory play out in front of them, the young Tygra shaking the log as the young Lion-O walked across it. His arms reeled as he tried to regain his balance, and fell onto the log, grasping onto it tightly.

"Quit it!" He shouted at the young Tygra.

"Come on, _Prince Heir_!" The young Tygra teased, "I thought you lions were supposed to be brave?" The young Lion-O scowled at the insinuation and stood back, doing his best to cross the branch, keeping a wary eye on the branch as he treaded on it. The young Tygra watched his worried behavior, and got a wicked grin on his face, and lifted up his foot, bringing it down onto the branch, making it break, sending the young Lion-O plummeting into the hole with a scream. Lion-O gasped when he saw it.

"I always thought the branch snapped by itself…" He murmured, he glared and turned to Tygra, "But it didn't did it?" Tygra didn't look at Lion-O as he spoke, "You _broke_ it!"

* * *

><p>Lucas sat on the foot of one of the robotic lizards as the army waited outside the elephant village. A little ways away from him stood Slithe, waiting for something from the village. Lucas scowled, getting a little stir-crazy, growing tired of sitting there, doing nothing but going through visions only to reveal the same information as before. Grune seemed to be the same way as he went over to where Slithe was.<p>

"Why do we continue to wait when we could crush them in a breath_?_!" He demanded of the lizard.

"I'm with the hairball." Lucas said, pointing his thumb at Grune, who scowled at the name, "I'm getting tired of doing nothing. Are you worried about the elephants waiting for us at the top?"

"Of course not." Slithe said, "The elephants _never_ fight."

"Then _why_ aren't we getting up there?" Lucas asked, pointing to the top of the small mountain.

"Mumm-Ra's orders." Slithe said, "If we attack now, we risk destroying the portal to the Astral Plane, trapping him inside forever."

"Tell me, Slithe," Grune began with a smirk, "Would that _really_ be such a bad thing?"

"Mumm-Ra is our _master_!" Slithe said, "He controls the largest army on Third Earth, and wields more power than you could even _dream_ of! You would _dare_ betray him_?_!" Grune smirked evilly, and Lucas unknowingly mirrored it.

"It's a right good plan." He said, "And just think who might be in control once he's gone? It could work out even better than you had hoped it would under the mummified newt." Lucas had never met Mumm-Ra, but after hearing his description from Grune, he pictured him to be something like the Egyptian priest from the first Mummy movie with Ben Frasier.

Slithe looked between the two of them, before sharing his own smirk with them, "You know, for a cat and… whatever you are—"

"Human." Lucas interrupted him.

"For a cat and a human," Slithe corrected, "You are both quite the snakes." Slithe turned to his army, planning to give orders to move in. Lucas watched him leave, and then turned to Grune.

"What makes you think that if you get power, he won't betray you?" He asked him.

"He's been loyal to Mumm-Ra since we found him." Grune said, "I doubt he even considered the idea of betrayal until I said so." He raised an eyebrow at the young teenager, "What about you? No interest in the spoils of war?"

"Thanks, but no." Lucas said, "I'm interested in one thing, and one thing only. And it has nothing to do with your little war." His eyes narrowed as he looked away, "The only thing I want is for _my_ family to be the most powerful clan on my earth. And I'll knock down everyone who stands in my way." He glared up at the mountain, "I don't care _who_ it is. The ThunderCats, the Lizards, the Redorics, Nay-Chungs, or even the God-Forsaken Potter family!" He clenched his fists angrily, "_Nothing_ will stand in my way!" _I won't just let this rest, she'll get what she deserves…_

Grune smiled and laughed, he patted Lucas harshly on the back, making him almost fall over, "I see so much of me in you. You'll make a fine soldier." Lucas said nothing as he brushed off his shoulders where Grune had touched them.

* * *

><p>Leanne looked at the scene before her in shock. Lion-O had fallen into the pit below, and now he was trapped inside.<p>

"Tygra! Help!" The young Lion-O called from the pit. The young Tygra looked at what had happened, and Leanne saw that he looked completely terrified. He turned and ran away. The young Lion-O's eyes welled up in fearful tears as he shouted, "No! Don't leave! Don't leave me! Tygra!"

"How could you?" Lion-O asked Tygra scathingly, "Your own _brother_!"

"I thought I'd get in trouble with Father." Tygra said, defending himself, "I was scared!"

"You were always against me, Tygra." Lion-O growled angrily, "Because you could never have _this_!" He pointed to where the sword rested at his side.

"Lion-O, hold up!" Leanne said, stepping between the two brothers, "Tygra was just a kid! You both were! He probably didn't understand the consequences of his actions until it was too late. He didn't know any better!"

"Why are you defending him_?_!" Lion-O demanded of her. She jumped back at his shout. The fury on his face was more than she had ever seen, and it scared her a little bit.

"I'm just trying to help you think clearly!" She said, shouting back at him.

"The sword _should_ have been mine!" Tygra snapped, making the couple look up at him. They watched as the ground in front of Tygra glowed, a replica of the Sword of Omens floating up and out in front of him. "Maybe in this world," He reached out and grasped the hilt, "It _can_ be." Lion-O growled and reached for his sword.

"Then let's settle this." He said, "Once and for all!" He drew his sword and held it at the ready, "This is the _true_ Sword of Omens! It _can't_ be beaten!"

"But _you_ can!" Tygra said, and he charged at him, his blade clashing against Lion-O's. Sparks flew between the powers of the two swords as they struck again and again. Leanne looked at the two of them with wide eyes as they battled each other.

* * *

><p>Lucas rested on the shoulder of one of the robotic lizards as they moved up the mountain, a wicked smirk on his face, excited by the thought of trapping the Untamed in the Astral Plane. He jumped up, standing next to the control center of the robot, looking up, eyes ablaze, at the elephant village. This was the face that Panthro saw as he looked through his scope at the oncoming army.<p>

"It's time…" He muttered, he turned to face Anet and Aburn, "So? Are you gonna help us? Or wait for that army to roll over your village?"

"We_ were_ supposed to meditate on that, weren't we?" Anet said, "Completely slipped our mind. Come, Aburn, let's get right to that." He and Aburn walked away, going to the meditation grounds.

"Of all the slow, dumb…!" Panthro stopped himself from going any further, knowing better than to curse in front of children.

"We can't stop an army that size." Cheetara said, gesturing to the lizards.

"No," Panthro reached into his pocket, "But I got a few surprises that'll slow 'em down." He held up one of the bombs he had set down earlier, showing her with a mischievous grin.

Down below, Lucas stood at the shoulder of the robot, and as they neared the village, the robot almost fell over when an explosion went off by one of the feet. He jumped off of it so he wouldn't be crushed under the weight of the metal beast as it stood, stunned for a moment. Another explosion went off not too far away, and then another, and another, taking out some of the lizard soldiers. Lucas realized that someone had filled the mountain with landmines of some kind, and the lightest tread was enough to make it go off. Careful about the ground he stepped on, Lucas went over to where Slithe and Grune were.

"They've rigged the mountainside!" He told Grune over one of the resounding explosions.

To his surprise, Slithe laughed, "A pitiable defense! Thundera fell in a _day_, this will only take _moments_!" Lucas looked at Grune, who smirked at him, showing that neither of them were scared.

"Slithe! Take the hut." Grune ordered as he pulled out his bludgeoner, "The Cats are _mine_." He powered it up and looked at Lucas, "Tell me where the mines are." Lucas closed his eyes, the talisman around his neck glowing, and his eyes soon glowing the same color.

"On your left!" He said, pointing in the direction of it. Grune fired off and destroyed it, "At your ten o'clock!" He pointed to another one and Grune fired off, destroying it as well. He continued to point out the bombs to him and he continued to zap them away as they went up the mountainside. Slithe reached the top first, along with a good portion of the soldiers, all of them aiming their weapons at the hut as they surrounded it, ready to fire.

Cheetara saw this and ran towards them, holding out her staff, shouting, "_No one_ gets near that hut!" She ran through the crowd of lizards, knocking them into the air while disarming them of their bayonetted guns. She stood in front of the hut, ready to defend it to the end. She wouldn't let any lizard get within ten feet of it if it was the last thing she did. _And it just might be_, she thought as she saw more and more soldiers coming up the mountainside. Panthro powered up the tank's cannon and fired it off at the lizards, blowing them away and wrecking some of the lizard robots.

"Come on, you old saber tooth." Panthro muttered as he looked at the oncoming soldiers, "Show yourself." Something moved in the corner of his eye, and he looked to see it was Grune coming up over the walls of the village, Lucas just behind him. Fury welled up within him, and he moved the tank, driving it over to where the two of them were with great speed, stopping on a dime in front of them. "About time you showed up!" Lucas looked between Grune and Panthro, unaware of their history.

"Lucas, go to Slithe and get that hut." He ordered, Lucas, although he didn't like taking orders, didn't want to go up against Panthro in his tank, so he did as he asked. Once he was gone, Grune said, "This is meant to be a battle between Cats, not machines."

"Then the odds are in my favor." Panthro said as he pulled out his nun-chucks.

Grune grinned, "To the death, then, _old friend_."

"Yeah, _yours_!" Panthro said, jumping off the tank and heading straight for Grune, swinging his nun-chucks in the air. Grune swung his bludgeoner a few times, building up centrifugal force and brought it down on Panthro's nun-chucks, and so the battle between them began. Both soldiers of old wars, finally fighting the battle they've wanted for so long.

In the other part of the village, WilyKat had found one of the rocket launchers the lizards had been using, and was having a little trouble resting it on his shoulder to fire it off at one of the robots. He didn't notice the three soldiers behind him as they began to sneak up, thinking the kitten was easy prey. Once WilyKat finally got the launcher situated on his shoulder, he fired it off, the kickback of the gun being enough to throw him back a few feet into the soldiers behind him as the rockets went to destroy the feet of the lizard robot. When WilyKat got up, he had a pounding headache from when he hit one of the soldiers, and his ears were ringing from the gun, but it was what had helped him to take out a robot and a few soldiers, so it was worth it.

The entire time this was going on, WilyKit was sitting next to Aburn, and Snarf beside her as they meditated on whether or not to fight against the lizards.

* * *

><p>"Have you lost your <em>minds?<em>!" Leanne shouted at Lion-O and Tygra as they battled. They didn't seem to hear her words as they kept going at each other, their blades clashing and sparks flying. Tygra slashed at Lion-O, who jumped up into the air and landed behind Tygra. He was prepared, however, and charged at Lion-O with a fierce roar. The blow he landed was hard enough to throw Lion-O back. He deftly landed on his feet, prepared to keep fighting him, holding up his blade, which he had to use for defending himself when Tygra jumped up and brought his sword down on him, making him tumble backwards. He landed on his side, groaning in pain. Leanne's heart clenched as she saw this.

Lion-O stood up, holding his blade at the ready, "Anet warned me you'd betray me. He said it was inevitable!" He roared as he ran at Tygra, who blocked his sword.

"You've undermined me my whole life!" Tygra snarled, "Blocked me at _every turn_!" He lunged while their swords were still connected from Lion-O's blow, and he pushed Lion-O back a little, "You took the crown! You took _her!_!" Leanne felt guilt suddenly burn in her body. Tygra and Lion-O were fighting because of her. Maybe that might not be the whole reason, because they had been rivals since they were young, but maybe if she hadn't come there at all, they wouldn't be fighting now.

This was _her_ fault.

Tygra pushed Lion-O back and made him lose his footing. He ran at him again, holding up his blade and slashing at him, and Lion-O moved back, even though he hadn't totally regained his balance. Tygra kept running and slashing at him, and Lion-O kept moving back further and further, and Leanne's eyes widened when she saw where Tygra was leading him. They were getting closer and closer to the hole in the ruins. If this was her fault, it was her responsibility to stop it before it got out of hand. She ran towards to the two of them as Tygra pushed Lion-O back to the very edge of the hole. Her heart pounded and she ran faster.

"Tygra, stop!" She cried, her voice breaking. Tygra heard her, and he did stop, but Lion-O still had yet to regain his balance, and he fell into the hole. "No!" Leanne dashed to where he was falling, but Tygra held her back, not letting her go forward to fall into the pit like Lion-O had.

Lion-O, while he fell, quickly put on his gauntlet, and dug the claws into the walls of the pit, making him slow down until he finally was able to stop, still holding onto the wall. He looked up and saw them both at the top, and Tygra walked away, with a steadily-becoming-hysteric Leanne away. "Tygra!"

Tygra put Leanne in front of him, and watched as she began to cry before him, "Tygra, what are you doing_?_!" She demanded, "He's your brother!" She tried to go past him to get to the hole, but once again, Tygra stopped her, "Let me _go_! I have to get down there! If you won't help Lion-O, at least _I_ will!"

"You need to calm down." Tygra said, "If you go down there, you'll be stuck just like he is!"

"And staying here is going to be so much _better_!" Leanne spat, glaring at him as tears flowed down her face, "Tygra, I can't believe you! He's your younger brother! I know you guys aren't really related, but you both called the same man Father! You're both his sons! You're _still_ family!" She stopped speaking as she began to sob, and she couldn't control her words, "I know… I know this is my fault, but… You're family…"

"Our family…" Tygra murmured, and then was struck with something, "Father! I remember, he was there, too." Tygra looked back at the pit, remembering what had happened after he had snapped the branch, "Father was there, too." He walked over to the edge and used his whip as a make-shift rope and stuck it in between a crack on the edge of the hole, and as he worked, he spoke, "It's true, Lion-O. I thought about leaving you there, but I instantly regretted it." Leanne watched through blurry eyes as Tygra started climbing down through the hole towards where Lion-O was, "I ran, but it was to find help! I went to Father, and I told him what had happened, and that it was my fault. I was amazed that he even forgave me for it, and I still am." Lion-O's grip began to slip and Tygra grabbed his hand before he could fall, "I would _never_ betray you." He pulled him up onto the ledge he had grasped onto, "Not then, and not now." Lion-O let him pull him up and they both climbed up the whip-made-rope up to the top. Once he was there, Leanne ran at Lion-O, embracing him tightly as tears flowed down her cheeks.

"I'm sorry." She said brokenly, "I'm sorry, I'm sorry, I'm so sorry." Lion-O held her close, kissing the top of her head.

"You have nothing to be sorry for." He said softly. Tygra pulled himself up and put his whip back in its proper place. Leanne pulled away from Lion-O, having calmed down a little bit to just sniffling, wiped away some of the tears from her eyes and looked up at Lion-O, and then at Tygra.

"I'm so sorry." She said, "If I had never come here… If I had never put on this stupid necklace, this would have never happened."

"We can never be sure of what _could_ be." Tygra said, "All that matters is what happened, and what we _plan_ to happen." He looked at Lion-O, "I let my jealousy get the better of me, and I'm sorry."

"I am, too." Lion-O said, "I don't think I was really helping it by letting this leadership thing get to my head." He pulled out the Sword of Omens and shortened it, having it rest in his gauntlet. Tygra looked at the replicated sword the Astral Planes had given him and it disappeared in his grasp. Leanne stepped back, no longer crying, only the occasional sniffle came out of her, and she smiled at the two of them. Lion-O looked around them with a frown, "It's this place. It's making our worst memories and desires real."

"But someone is guiding this." Tygra said, looking around with a similar frown.

"I'll give you one guess." Lion-O said, a low, feral growl slipping out as he spotted a familiar black crow.

"Mumm-Ra." Leanne bit out, seeing it as well.

_"Such spirited sibling rivalry,"_ A voice hissed out of the bird's beak. It jumped off the branch and flew in front of them, saying, "_Ancient Spirits of Evil, transform this decayed form into __**Mumm-Ra! The Ever-Living!**_" They watched as the bird changed back into the mummified lizard they were so familiar with, and then watched as he grew bigger, a pair of huge, leathery wings breaking through the bandages, as well as a hugely muscled body, decorated in Mumm-Ra's normal clothing. He stood, towering over them, his wings raised high, "Since I couldn't get you to kill each other, I'll just have to do it myself!" He let out a war cry as his hands shot out bolts of purple lightning, pushing them all back away from him. Tygra was knocked against a falling wall, and Lion-O was knocked against a tree, Leanne tumbled onto her side.

Lion-O groaned in pain, and worked to get on his feet. He was still exhausted from fighting Tygra, but he was sure that he had more than enough energy to fight Mumm-Ra. As he began to get to his feet, he saw something on the ground, and his eyes widened when he saw a crack in the ground, where underneath, it seemed to be made of an amethyst-like stone, a _big_ one.

_Could it be…?_

* * *

><p>Cheetara stood outside the hut, holding her staff, glaring at all the lizard soldiers and the lizard robots that surrounded it. Lucas stood at the shoulder of one of the robots, looking down at them. She glared up at him, "Why are you doing this?" She demanded, "I thought you humans were good people!"<p>

"Not all humans are pacifistic peace-lovers." Lucas said, "A good number of us know that war and tragedies happen, and there's not a lot you can do about it, but you can sure as hell try." He tightened his fist slightly, "And I'm not saying I'm proud of what I'm doing, because I'm not. But I know the price that needs to be paid if this war is going to end, and I get what I need. Besides," He grinned, "I never really liked cats anyway. Always wanted a chance to shoot one."

Cheetara's glare hardened, and she was about to tell him off, but her attention was turned elsewhere as she saw something move out of the corner of her eye. She looked to the side as she saw WilyKat dash up beside her.

"Get out of here!" She said, "I'll try to hold them off as long as possible!"

"No way!" WilyKat said, "I'm defending this hut to the end!"

"Which might not be too far away." Lucas said with a smirk, he swept his hand forward, pointing to the two cats in front of the hut, "Fire all!" The lizards' weapons hummed as they powered up, as did the cannons on the lizard robots. Cheetara held up her staff, ready to defend the hut until her last breath, even if that meant taking on a shot from a cannon. Lucas crouched over on the shoulder of one of the robots, covering his ears with an excited grin, ready for it to fire. WilyKat looked up fearfully at the robot, and raised his arms in defense of the oncoming blow, his eyes welling up in fear-filled tears as he readied for the end.

Lucas let out a surprised yelp as the robot suddenly went up, and he fell off just as the cannon fired, missing the hut. Cheetara and WilyKat looked to see that Anet was under the robot's foot, holding it up, preventing it from getting a clear shot at the hut.

"I thought you were gonna meditate." Cheetara said with a grateful smile.

"We did." Anet said, "And _this_ is the answer that came to us." He lifted up the leg of the robot and threw it, making it hit another robot and explode on impact. The soldiers all began to run as the elephants rose up, fighting off one after another.

WilyKit sat on Aburn's shoulder, watching the soldiers run, "You just woke a village of sleeping giants." She said, "ThunderCats! _Ho!_"

Lucas ran away as the elephants began stomping, seeming to squish down some of the lizards like bugs. He ran to where Slithe was gaping at them incredulously.

"I thought you said we didn't have to worry about the elephants!" Lucas snarled at him.

"The elephants _never_ fight!" Slithe said, just as shocked as he was.

"Only rarely." Anet said as he came up to them, "But when we do, we fight to _win_!" He brought his fist down, ready to smash them. Slithe jumped away, while Lucas brought up his arm, a green energy forming around it to make a shield, and he struggled to keep himself standing once Anet's fist landed on it. Anet raised his hand up again, bringing down both fists on them, and Lucas and Slithe instantly went back. Slithe ran at the old elephant, using the blade of his bayoneted weapon to try and cut him, but Anet caught it in his huge fist and yanked it out of the lizard's grasp. He held it in front of them, and they watched with wide eyes as he bent it with such ease, ruining it, and tossing it away.

Slithe, knowing this was a losing battle, ran from him, and Lucas followed, not having the physical strength to go up against an elephant, and not knowing many spells he could use to attack it.

He ran past where Grune and Panthro were still fighting, but paid them no mind as he ran away.

"What do you say we settle this with our fists?" Panthro asked him, getting a little tired of using his nun-chucks, and he also _really_ wanted to smash in Grune's face with his own hands.

Grune smirked at the proposal, and threw down his bludgeoner, and Panthro threw down his nun-chucks. They both ran at each other, fists flying as they tried to land a blow, but war experience had made it difficult for both of them to land a single hit, but still, they fought. Panthro was willing to give up anything to make sure Grune never fought again.

* * *

><p>Leanne struggled to stand, but once she did, she quickly ran at Mumm-Ra, forming a whirlwind around her fist, hoping sharp winds would increase the strength of her blow as she dashed towards him and tried to land a hit on his middle. Mumm-Ra blocked her with his arm, but her hit still landed, and he howled in pain as he felt his flesh being torn away slightly as the winds cut through him. It was as if a buzz-saw had been placed on his skin. He quickly knocked her back, and she landed beside Lion-O, groaning as she felt pain coursing through her skull from the blow.<p>

"With you three out of the way," Mumm-Ra said, "There will be nothing to stop me from finding the Spirit Stone!" Lion-O stood up.

"You're too late." Lion-O said, "I already found it." Leanne and Tygra looked at him oddly. Mumm-Ra looked at him suspiciously, thinking he was bluffing.

"What?" Tygra asked.

"It's been right under our noses the whole time." Lion-O said, he looked down at the ground, and the others watched as the ground for the forbidden ruins disappeared, and took on a much more purple hue. As the ground began to melt away, they saw that they were all standing on top of a huge Spirit Stone. Lion-O dug his gauntlet into the stone, sparks flying from the contact. Leanne and Tygra shielded their eyes as a bright light came from it as the stone slowly went into Lion-O's gauntlet, making a small teardrop on the back for a new place to put it. When it was done, they were standing in a starry expanse of space, and the gauntlet extended into an armored arm. He held up his arm, letting the stone glow, blinding Mumm-Ra slightly.

In anger, Mumm-Ra built up a huge blast of power and shot it at Lion-O, who held up his gauntlet, making it act as a shield as he prevented the blast from hitting them. Mumm-Ra looked at him with wide eyes and Lion-O smirked.

"Now let's see what this Spirit Stone can do." He said, he swung his sword, lengthening it, "Thunder." He swung it again, making it longer, "Thunder!" He swung it a third time, making it go to its full length, "_Thunder!_" He held up the sword, "ThunderCats! _Ho!_" bolts of lightning flew from the blade as its power was amplified by the power of the Spirit Stone, and a huge amount of power shot out of it to Mumm-Ra, and threw him back until he was out of their line of sight.

"Whoo!" Leanne cheered, holding up her arms in a victory pose. They stopped as a rumbling sounded beneath their feet, and the starry space beneath them began to crack like glass.

"What's happening?" Tygra demanded once he saw it.

"The Astral Planes were created exclusively for the Spirit Stone!" Leanne said over the sound of the collapsing realm around them, "Without it, there's nothing that keeps it together!"

"Then let's get out of here!" Lion-O said, and everyone began to run for the portal, the Astral Planes falling shortly afterwards into an infinite space that _no one_ wanted to fall into.

Just outside the hut, Panthro and Grune were still duking it out. They were evenly matched, having learned under the same teacher how to fight, fought in the same wars on the same side, if someone didn't cheat, their match would go on forever.

Panthro blocked one of Grune's punches, and was about to respond with his own, when he suddenly noticed how strong the winds were getting near the portal and he heard Lion-O call "Take cover!" He looked and saw Lion-O, Tygra, and Leanne come tumbling out, heading for safety. A bird slipped out shortly afterward, but his attention wasn't on that. His attention was on Grune as they both began to slip towards the portal, because Grune had grabbed onto him to try and stay out of it. The winds were strong enough to take Grune off his feet, and Panthro had to fight to keep himself out of the collapsing portal, but Grune somehow managed to slip through.

"Pull me free, Panthro!" He called out to him over the roaring winds, "Pull me free, or we _both_ die!" Panthro looked down at Grune, and for a moment, just _one_ moment, he saw the soldier that he had fought beside, the soldier that had helped him in times of need, loyal to the kingdom of Thundera, and the one who had saved him from Spidera's nest.

He saw his best friend.

Then that moment was gone, and he remembered who Grune was now. This was the Grune that had betrayed him and his people, the Grune that had pushed him into a pit and left him for dead in a desert as he went out to conquer the world, uncaring for anyone that stood in his way.

This was his worst enemy.

He didn't pull him free, instead, he held himself back, and he said to him, "The defeat of your enemy is worth _any_ sacrifice!" Grune looked at him with wide eyes as he realized how great Panthro's hate was for him. As the portal began to close up, never to open again, Grune screamed for his life as it closed around him, and what little it did of Panthro. Once it closed, the hut exploded as a result, no longer able to exist without the Astral Planes.

Once the explosion had ended, there was quiet for the first time in hours. Everyone began to stand once it was over, and they looked around, surveying the damage the village had taken. There were a few damaged homes, and some gardens had been destroyed, but it wasn't anything that couldn't be fixed over time. Leanne looked around, smiling when she saw that the damage to the elephants and the cats had been minimal.

Then she looked at Panthro, and let out a blood-curdling scream.

Panthro stood at where the hut once was, his arms gone, and a strange material surrounded the place where they had been cut off.

She was suddenly reminded of her dream of Panthro being chopped up into pieces.

He grunted as he managed to get on his feet, and said, "…Worth it." He fell to the ground, and everyone ran over to him, checking to see how he was. They rolled him onto his back to try and get a better look.

Leanne's eyes filled with worried tears as she looked at him. He looked up at her, and gave her a grin. "Those better be tears of joy coming out of you. We just won a huge battle." Even through her tears, Leanne still managed a smile and a broken laugh as she looked at him.

* * *

><p>That night, the air was filled with joyous music, and the smell of deliciously cooked vegetarian foods. The elephants were celebrating their victory against the lizards. WilyKit was having a great time, providing some of the music with Aburn and a couple other elephants. WilyKat was gorging himself on food, glad to finally be able to eat his fill. One of the elephants had started dancing with Cheetara, who was having a great time relaxing with the huge elephant. Lion-O had broken off from the party, going to find some calmness after the events that took place in the Astral Planes. No one blamed him.<p>

Panthro was sitting in a small, isolated area, unable to really join in the festivities, and Snarf, being the good soul that he is, was spoon-feeding him some of the food. This didn't have the desired affect he hoped it would because Panthro wasn't grateful for it, he was actually just really ticked.

"_I don't need a blasted nursemaid!_" He snapped at the creature, who ran away in fear.

As Leanne walked by them, Snarf dashed behind her legs in fear of the large cat, and she smiled.

"Someone needs to learn to play nice, huh, Snarf?" She said playfully, petting the top of his head. Panthro scoffed when he heard her, and she frowned sadly, coming over to him, "Hey."

"Hey." He replied. They were silent for a moment, neither really knowing what to say to the other, until Leanne spoke again.

"How are you holding up?" She asked him. He shrugged his shoulders.

"You know what I'll miss the most?" Panthro asked her, she shook her head, "The scars. A _lot_ of history on those arms."

Leanne looked at where they had bandaged the stumps on his arms, and frowned sadly, "I can't help but feel like this is my fault. I had the dream, and I did nothing about it."

"Don't go blaming yourself for my actions." Panthro said, "It's not like you." Leanne gave him a small smile.

"Get some rest." She said, "Maybe we can go and talk to Stirling later about getting you some new arms?" Panthro shrugged his shoulders again in response. "By the way, have you seen Tygra anywhere? I need to talk to him."

"Beats me." Panthro said, "But he couldn't have gotten far." Leanne nodded, turning and leaving, and Snarf, seeing that Panthro had calmed down a little bit, went back to where he was before, grabbing a spoon and holding it up to Panthro with a smile. When he glared at him, Snarf only let out a sound that sounded like a nervous chuckle.

* * *

><p>Lion-O stood at the edge of one of the cliffs outside the village. He heard thumping footsteps behind him and looked to see Anet approaching him.<p>

"Few could have faced what you did, and come out victorious, Lion-O. You did well." The aged elephant said, commending him.

"You know, you said I'd be betrayed before the evening bell." Lion-O said to him, "I thought your visions were never wrong."

"Did the evening bell ring already?" Anet asked, "I don't remember hearing it."

Lion-O smiled, shaking his head, "Of course you don't."

* * *

><p>Leanne walked around the outside of the village, and found Tygra standing inside a small veranda, looking up at the moons that rose into the night sky.<p>

As she came closer, she paused, hesitant to approach him. She knew she had to, because there were many things that needed to be resolved and explained to him, but she was unsure of how to approach him because of all that had been said and done. Could she just be friendly about it, acting as if the fight in the Astral Planes had never happened, as if he had never confessed to her? No, she couldn't act like it never happened, because it did, and it needed to be addressed, but she couldn't act like it was nothing, either.

"You know I know you're there, right?" Tygra's voice called to her, breaking her out of her thoughts. She looked up at him, and saw that he was looking over his shoulder at her.

"Sorry…" She said quietly, beginning to walk over to him.

"It's fine," Tygra said, turning to face her, "It's not like you snuck up on me or anything."

"No, not that." Leanne said, "I'm sorry about everything that's happened recently. I know it's my fault, and I…" She let out a deep breath, unable to meet Tygra's eyes, "I… I had hoped that, if I just ignored it, and acted like nothing had happened, maybe it would just go away, but…" Tygra frowned.

"Yeah, this is partially my fault, too." He said, "I should have been clear from the beginning how I feel about you."

"In the beginning, you hated me." Leanne said with a smile. Tygra shrugged.

"Well, yeah," He said, "But later on, my feelings started to change."

"Like… how much later?" Leanne asked him. Tygra looked away.

"I didn't really think about it at the time, but…" He reached up and rubbed the back of his head sheepishly, "The day after Thundera fell." Leanne looked at him with wide eyes.

"That long?" She asked in surprise.

"You didn't see the way you looked after Mumm-Ra had tortured you." Tygra said, "Just seeing you lying there, helpless, and in pain, I… I just had this urge to try and protect you. I didn't even consider it to be love until… Well, until a little while after you had that fight with Lion-O and you left." Leanne was quiet as she listened to him speak, and once he was done, she wasn't really sure what to say, leaving them in an awkward silence. Tygra didn't like it, so he continued to speak, "Look, let me at least say this now before you reject me altogether." She looked up at him, showing that she was listening, "I really care about you. A lot. And I know I've put a lot on you with everything that's happened, but I don't want you to feel like it's your fault, because it's not. It's just something that happens, if it's anyone's fault it's mine. When I said… what I said to you, I didn't know things would be so… awkward for us, and… I'm sorry."

Leanne nodded in understanding, "You don't have to apologize, it's just… Well," She looked away, "I'm not really sure how to deal with this, I've never had two guys… after me… before. And I don't want it to feel like it's my fault that I caused all this trouble, but I don't want you to feel like it's your fault, either, so don't apologize. But, I want you to understand that I do care about you, I do, just… not like that. You're…" She let out an uneasy huff, "I care about you… like I would care about a brother, if I had one. That's just what you are to me, the brother I never had. And that's not necessarily saying that you love me like you think you do, either. From what you told me, you could just feel the same way I do, and see me as a sister, because the urge to protect someone doesn't always apply to a girlfriend, and you could have just been confusing it for love because… well, because you never had a sister. Does that make sense?"

Tygra nodded, "Yeah, I understand." Leanne nodded.

"Good." She said.

"But, if what you say is true, and I'm confusing this," Tygra said, "How do you tell the difference?" Leanne paused, unsure of how to answer.

"Well… uh…" She put her hand to her chin as she tried to think. "Hmm… The only thing I can think of… is to do something with me that you would never do with your sister and see what you feel afterwards."

"Such as…?" Tygra asked, Leanne blushed.

"Well…" She couldn't seem to get the words out, "There's… Uh… I…" She gulped, "Well, there's… incest stuff."

Tygra looked at her in surprise, "You mean like… under the covers?"

Leanne's face burst into a bright red color, "NO! No, no! Not _that_ stuff! There's other stuff… much, _much_ lighter stuff… but, um… I'm not really sure I want to do any of that stuff with you."

"Well, is there another way?" Tygra asked.

"Uh…" Leanne wasn't sure if there was.

* * *

><p>Cheetara came up to where Lion-O was just coming back from speaking with Anet, "There you are." She said, "Have you seen Leanne anywhere? I haven't seen her in a while, and I'm a little worried." Lion-O looked around, not seeing her anywhere in sight.<p>

"I haven't…" He said, he looked back at Cheetara, "Why?"

"I'm just a little concerned." She said, "Anet had a vision concerning me and her, and I…"

"There's no need to worry about those." Lion-O said, "Anet said I'd be betrayed by Tygra, but I wasn't."

"Well, still," Cheetara said, "I'm a little worried. I want to talk to her about it." Lion-O nodded.

"Then let's go look for her." He said.

* * *

><p>"Leanne?" Tygra was still waiting for his answer.<p>

"Well… I can't think of any other way." She said quietly, "I don't know what else you can do…"

* * *

><p>"Aburn," The great elephant looked down at the pair of cats as they approached him, "Have you seen Leanne?"<p>

"Leanne?" He repeated, "I think I saw her earlier…"

"Where was she?" Cheetara asked. Aburn reached up and scratched his head.

"I just saw her…" He muttered, trying to remember where he had seen her. The two cats sighed, knowing it might be a minute before he remembered.

* * *

><p>"The only thing I think I can do," Leanne said, "That I would be okay with, and that might help you out, is… for you to…" Tygra waited for the rest of her words to come out, and she blushed brightly as she barely whispered, "Kiss… me…"<p>

Tygra looked at her in surprise at the suggestion, "You sure?" Leanne nodded.

"If only to prove to you that this love you're feeling is just for a sister, and not for a girlfriend." She said, Tygra nodded in understanding.

* * *

><p>"Ah! Yes, I remember now!" Aburn said, "I saw her over by the veranda, talking with Tigger."<p>

"Tygra." Lion-O corrected, "And thanks." He and Cheetara headed off to where the veranda was.

* * *

><p>"Well… all right then." He said, he stepped a little closer to her, putting his hands on her shoulders, "I'd be lying if I said I didn't like this a little bit." Leanne blushed.<p>

"Just _one_ kiss." She said, "After that, we never speak of this again." Tygra nodded and began to move closer to her. Leanne closed her eyes in preparation for the oncoming contact they were about to share. Tygra leaned forward and pressed his lips to hers.

It was at this moment that Cheetara and Lion-O rounded a corner, and they saw Tygra and Leanne together, kissing. Their eyes went wide at the sight, unable to believe what they were seeing.

"She…" Lion-O didn't want to believe what he was seeing, but it was right there in front of him.

Cheetara was speechless. After everything that had happened, and everything that she had said to her about liking Tygra, she couldn't believe that she was kissing him. She was the same as Lion-O. She didn't want to believe it.

In the distance, they heard the ringing of the evening bell.

* * *

><p><strong>*Gasp!* OH, the DRAMA!<strong>

**Haha. I hope you liked it. There aren't any more episodes coming out until March, so I'll be working on some filler chapters in the meantime.**

**Also, it's been brought to my attention that my story isn't as good as it could be, so I'll really be working on that.**

**PS - I did a picture of Lucas. You can find it at http: / / popcorngamer. deviantart. com / # / d4q2x6k**

**Just take out the spaces.**


	19. List of Updated Chapters

Chapter one has been redone. Thank you Yoru-chan for betaing! [10/8/12 - made additional changes]

Chapter two is redone, too. Thanks sooo much Yoruhoshi!

Chapter three has been redone. I'm just going to start listing chapters now.

Chapter four has been redone.

Chapter five has been redone.

Chapter six has been redone.

Chapter seven has been redone.

Chapter eight has been redone.

Chapter nine has been redone.

Chapter ten has been redone.

Chapter eleven has been redone.

Chapter twelve has been redone.


	20. Tabitha

**This chapter is a little request from my fan codecupid59234, featuring her OC Tabby! I hope you like it! ;)**

* * *

><p><span>19<span>

Lion-O felt his heart breaking at the sight of Leanne and Tygra together, but that heartbreak soon turned to a boiling rage, and he turned away, afraid that he might start another fight with Tygra again. Cheetara only stood there, speechless and motionless as she looked at the scene before her.

Tygra pulled away from Leanne, putting distance between them, and Leanne opened her eyes, "Well…?"

Tygra was silent for a moment, then stood up straight, removing his hands from Leanne's shoulders, "I…"

"Yeah?" Leanne egged.

"I feel like… I just kissed my sister." Tygra said with a small, humorous grin, Leanne let out a breath of relief.

"Oh, thank God." She said, "I was so worried it might be the other thing, and I just made a huge mistake." Tygra smiled.

"So… friends?" He asked, holding out his hand to her. Leanne smiled.

"Friends." She said, reaching out and shaking his hand. Leanne released his hand and turned to go back to the party, but stopped when she saw Cheetara looking at them.

"Oh no…" She muttered.

When Cheetara noticed that she'd been spotted, she turned and ran. Leanne ran after her, "Cheetara, wait! It's not what you think!" She dashed after her, but found that she was unable to keep up with her incredible pace. She was a cleric, after all. Thinking about a shortcut, Leanne jumped up into the air, flying a little ways over the village, and she saw the quick movement of Cheetara's golden fur moving through the village until she stopped behind one of the houses. Leanne began to fly over to where she was, but the cleric's speed was too much for her to keep up with, and she couldn't reach her. "Cheetara!" The girl didn't answer as she ran off. Leanne landed, feeling guilt well up within her.

How was she going to explain this?

* * *

><p>The next morning the ThunderCats and Leanne bid goodbye to Anet, Aburn, and the other elephants in the village. As a parting gift, they had meant to give them some food and money for the road, but they had forgotten to wrap it all up for them, so they just put them in their own containers.<p>

"Thank you for all your hospitality." Leanne said to Anet.

"Where will you be going now?" Aburn asked, curious as to what would become of his ThunderCat friends.

"We're going to Janmasthala." Tygra said, "We have a friend there that specializes in prosthetics," He looked back at Panthro, "It's there that we might be able to get some new arms for Panthro."

"Where is?" Aburn asked, Leanne let out a sigh.

"Don't worry about it, Aburn." She said, "We'll be seeing you." They all waved goodbye to the elephants, careful to carry the food they had given them as they began their descent down to where the Thunder Tank waited.

"Um… I have a question." WilyKat asked as he walked next to Leanne down the stairs.

"What is it?" Lion-O asked.

"If we're going to Janma-hala-bala-blah…" He couldn't pronounce the name, "How are we getting there?"

"In the tank." Leanne said, as if it were obvious.

"But… who's gonna drive it?" He asked, "I thought only Panthro was allowed to drive the tank." Everyone stopped as they realized this. Panthro never let anyone drive the tank but him, and he couldn't drive it now, unless he was a master of driving with his feet.

"Um… I'll drive it." Lion-O said.

"_Oh_, no you're not." Panthro said quickly, "There is _no_ way on this good earth _you_ are driving my baby!"

"Why don't I just drive it?" Tygra asked, "I know how it works."

"After you used it last time_?_!" Panthro snapped, "I don't think so. I've never seen the tank so scratched up."

"I'm more suited to running than driving." Cheetara said, that left just one person. Everyone looked at Leanne, who didn't notice their stares at first. When she did, she jumped.

"_Me?_!" She asked, her voice reaching a high pitch in surprise, "Um…" She looked down at where the tank waited, "Well, I've driven a car before… I don't know about a tank…"

"Well, you're the only one left." Tygra said.

"I was… kind of hoping to ride in the back." Leanne said, glancing at Cheetara, hoping she would get a chance to explain herself to her. Cheetara sent her a glare and looked away.

"I'm not letting either of _them_ drive." Panthro said, nodding to Lion-O and Tygra, "And the kittens can't drive it."

Leanne sighed in resignation, "I guess…" She looked down at the tank again, "Well, driving a car isn't so bad, how hard can a tank be?"

* * *

><p>"Lee, you're going to kill us!" Panthro shouted at the teen as she came to a sudden stop by slamming her foot down on the brakes.<p>

"Sorry, sorry!" She said, frantically trying to get her bearings as she manned the controls of the tank with Panthro beside her in the cockpit of the tank. "Just… trying to figure out how this works…! Um…" She looked at the many buttons and switches, trying to figure out which was the one they needed for travelling on a rocky ground, because the ride so far had been unbelievably bumpy. "Is… this it?" She reached for one of the switches.

"_Not that one!_" Panthro's sudden shout made her flinch back.

"Sorry!" She said quickly. Panthro sighed, trying to calm himself down.

"It's the blue button near the wheel." He said, nodding to it, wishing he could point to it.

"Um…" Leanne reached in the direction he had nodded in, finding four identical blue buttons, "This one?"

"That's the—!" Panthro tried to tell her to stop but she had already pressed it, and a rocket shot out of the side of the tank, landing in the cliff behind them, making a small rock avalanche.

Once it was out, the tank started charging up to fire another one, "Ack! _No, no, no, no, no, no_!" She quickly pressed it again, stopping the charge. She and Panthro sighed in relief.

"That's the rocket launcher." Panthro said, Leanne nodded, committing that particular button to memory so she wouldn't press it again.

"Okay… is it this one?" She pressed another blue button and let out a small, terrified squeak as the tank jumped slightly, the proper equipment for rough terrain travel coming out. When she saw she had pressed the right button, she smiled, "Oh."

"Okay…" Panthro sighed as Leanne took the wheel again, "Now this time, _ease_ out of here and start her up _gently_." Leanne nodded putting her feet on the proper pedals to drive the tank.

"Gently… got it." She pressed down on the gas, and the tank shot forward with a great lunge, shoving Panthro into the back of his seat as the tank started quickly driving forward through the terrain. The voices of the two in the cockpit could be very clearly heard as they kept up the speed.

"_**LEANNE!**_"

"_I'm sorry!_"

* * *

><p>Leanne sat in the back of the tank, Tygra driving up front with Panthro in the cockpit. Leanne's head was hung, and her face was red with her shame. On either side of her were the twins, who were patting her shoulder, trying to comfort her.<p>

"It's okay, Leanne." WilyKit said, "Not everyone's perfect at everything."

"And look on the bright side!" WilyKat said, "At least you didn't kill us!"

"Yeah…" Leanne's head hung a little lower in shame.

Snarf let out a worried mewl and went over to her. He moved between her legs and looked up at her with his big, green eyes. Leanne looked at the little creature, and he let out another worried mewl. Leanne sighed, reaching up and petting the top of his head. Snarf purred at the gesture, and he jumped up in her lap, letting her continue to pet him.

"Thanks for your concern." Leanne said to him, and to the twins, "I'll be alright… The only thing that's hurt is my pride." She sat back up and gave them her best reassuring smile, and they smiled back. Leanne glanced up at where Lion-O and Cheetara were sitting on the other side of the tank. Lion-O didn't make eye contact with her, and Cheetara gave her a small glare before doing the same. Leanne's smile quickly fell at the sight of it. The twins and Snarf didn't notice.

* * *

><p>It wasn't too long afterwards that they arrived at Janmasthala, Leanne walking with the twins beside her as she followed behind Lion-O. Panthro brought up the rear of the group, a little ashamed to be seen without his arms, although he would never admit it.<p>

Not too long after they went into the market place, a voice called out to them.

"Hey! Lion-O!" The cat looked up and saw a young fox boy on a roof in a pair of overalls waving at them with a big grin on his face, "Heya!"

He smiled and waved back, "Hello!" Kitsune smiled and put down whatever tools he had been carrying to go over to a ladder, quickly going down it and rushing over to see them.

"Kitsune!" Leanne greeted happily, "It's so good to see you!" She went over and hugged the young fox boy as if they were the best of friends.

"Good to see you, too, Leanne." Kitsune greeted, returning the small hug. Once she pulled away, he went over to Lion-O with a smile, "Glad to see you guys back in town." He looked over at Panthro, the twins, and Snarf, "And with some new faces."

"Let me introduce them," Tygra said, "This is Snarf," He let out a small sound in greeting, "The twins, WilyKat and Kit," The two twins smiled and waved at him, "And this is Panthro." The huge cat nodded at the fox boy, and he nodded back, "Guys, this is Kitsune. He's a pickpocket that actually became our friend while we were here."

"Nice to meet you." Kitsune said, "And I'm not a pickpocket anymore."

"You're not?" Leanne asked. Kitsune smiled, puffing out his chest in pride.

"Nope. I do honest work for my money now." He said, he looked over at Lion-O, "I've been doing freelance jobs ever since you talked to me, and it's really been helping out. It's not _quite_ as much money I made normally as a thief, but this is much better. Stirling's even been taking some of my payments to him!"

"I'm glad to hear it." Lion-O said.

"Yup!" Kitsune grinned widely, "At this rate, I'll have paid him back for my legs in no time!" He knocked the back of his metal heel against the ground, making a small clanking sound.

"Speaking of Stirling," Leanne said, "He wouldn't happen to be in town today, would he? We need to talk to him about our friend." She pointed back to Panthro, and Kitsune looked at where his arms were gone.

He let out a low whistle as he approached the panther, looking at the stumps, "Talk about a clean cut. It looks like your arm was cut straight off!"

"That's because it _was_." Panthro said, stepping back from the fox.

Kitsune saw that he wasn't comfortable with him staring, so he stepped back, "As luck would have it, Stirling's in town today. He and Banvor just opened up a shop not too far away from here. You know, get more business to help pay for the new baby."

"Where is it?" Leanne asked.

"I'll take you there." Kitsune said, "It's just down the way from the market, come on." Everyone began following the young fox as he began to lead them down the street. The resident scientists took notice of their little group, a few of them eyeing Leanne in a way that made her think they were gonna mob her again. She sent them all terrifying glares to make them back off as they walked through the market.

"Seems you just get everyone's eyes lately." Cheetara muttered from her spot beside Leanne. She instantly turned her attention to the cleric, surprised that she had even spoken to her.

"Cheetara, I need to talk to you about… what you saw." Leanne said quietly, trying not to get anyone else's attention.

"What is there to talk about?" Cheetara asked, her tone cold.

"Listen to me," Leanne said quickly, "It isn't what you think it is. I wasn't doing… that… because I wanted to. I was just helping him."

"How were you helping him_?_!" Cheetara snapped.

"No, listen, please." Leanne said, "Tygra wasn't entirely sure of his feelings for me, so I thought I'd just…"

"You'd turn them towards you?" Cheetara growled.

"No, turn them towards _you_!" Leanne said quickly, trying to keep her voice low, "I won't say that I don't love Tygra, because I do, but I love him like a brother. And… now he knows that he cares about me like a sister."

"Give me one good reason I should believe you." Cheetara said, Leanne looked at Cheetara, her expression begging her to understand.

"…I can't think of one." She was telling the truth. "You're just going to have to trust me."

"I don't." Cheetara said, she quickened her pace to walk with the others, leaving Leanne behind. She looked down at the ground sadly.

What she didn't know was that Lion-O had heard every word that had been said between them. He knew that Leanne didn't know that he had seen, and he did feel betrayed by her, and by Tygra, and that feeling of betrayal translated into anger towards both of them, but there was something underneath it, something that kept that anger from turning into pure, unrighteous rage.

He didn't want to admit it, but it was the love he felt, not just for Leanne, but for Tygra as well. Tygra, even though they weren't related by blood, was his older brother. He would never betray his loyalty to him as Lord of the ThunderCats, but he had his own ambitions to follow, just as Lion-O did. One of those ambitions was being with Leanne, the one _he_ loved. He couldn't stand it. He and Tygra had been rivals in everything but matters of the heart. And the idea of Tygra taking Leanne from him tore him to shreds, but the only thing keeping those shreds together was the anger he felt towards both of them.

"Here we are!" Kitsune said, gesturing up to a small building with a sign at the top that read 'Stirling Outfitting'. He led the way through the front door, and Banvor was already inside. He smiled when he saw them.

"Lion-O!" He said happily, "When did you come back in town?"

"Today." Lion-O replied, "How are things, Banvor?"

"How's the little one?" Cheetara asked.

"He's doing very well." Banvor said, completely beaming at the mention of his son, "Completely healthy, and he's such a rowdy boy, too! I'm sure he'll be strong when he gets older."

"Sounds like it." Cheetara said, "I'm glad to hear he's well."

"Did you name him yet?" Leanne asked, excited at the mention of the baby.

"Yes, we've named him—"

"Who's there?" A familiar deep voice came through the shop. Everyone looked and saw Stirling coming in through another room. "Ah. It's you cats again."

"Hey Stirling." Kitsune greeted again.

"Brat." He said in return, which, knowing Stirling, was the most greeting Kitsune was going to get from him. Stirling's eyes traveled to Panthro and the others, his eyes landing on the kittens, "And even _more_ brats."

"Come on, Dad." Banvor said, "These are friends."

"We only knew them for a day." Stirling said, "They're acquaintances at best."

"Yes, but we're acquaintances with _business_." Leanne said, stepping aside, showing Panthro's stumps. Stirling's attention was immediately grabbed.

"Well, that's quite a wound." He said, stepping forward to Panthro. He bent down to take a look at them, "Interesting…" He stood up straight, "I've made prosthetic arms before. Yours are going to take a bit more metal than usual because of the sheer size of your arms, but I can use some chrome to make it lighter."

"Hey, whatever gets me back into the fray fastest." Panthro replied. Stirling looked up at the cat, his eyes meeting his. The two hardened soldiers stared at each other for a moment, sizing each other up as they continued to speak.

"You still need to go through rehabilitation to get used to them." He said, "Operation's gonna be painful."

"I can handle it." Panthro said firmly. Stirling raised an eyebrow at the cat. They were both silent as they stared each other down. Kitsune looked between the two panthers as they kept sizing up the other, silently speaking to one another through their eyes in the way that only warriors could.

After a moment, the two of them grinned, and started chuckling, "I bet you can." Stirling said, he clapped his hand on Panthro's shoulder, "War heroes like you are always welcome in my shop." Everyone smiled at the friendship formed by the two cats. "Come this way and I'll see what I can do."

* * *

><p>"Well… that's… hum…" Stirling looked completely dumbfounded. He looked at the strange inter-dimensional cut that existed under Panthro's bandages. "Never seen anything quite like <em>this<em> before." Panthro lay on a small chair, being examined by Stirling to help him decide what to make for Panthro. He sat on a small stool in order to be comfortable while examining him, everyone else stood around, waiting for his diagnosis.

"So… how much will it cost to get him new arms?" Leanne asked, a little nervous about how much money it would be.

"I might charge you a small fortune," Stirling said, "_If_ I could do anything about it."

"What do you mean 'if'?" Lion-O asked.

"This is very unusual." Stirling said, "I've never seen anything like this before in all the years I've been alive."

"Which is _how_ many, exactly?" Kitsune asked, Stirling shot him a glare.

"You mind your own damn business!" He snapped at the fox boy, who jumped back at his voice. He turned back to Panthro, "If you want me to make you some new arms, I'm going to have to… well, cut your arms up a little more, and that won't be comfortable, I promise you."

"Why do you need to cut him up _more_?" Leanne asked, wondering why he couldn't attach new arms to Panthro now.

"Because in order for my prosthetics to work," Stirling explained, "I need to connect the machines directly to the nerves in the body, so the arms will move like your old ones, but… with this… whatever it is that's in the way, I'll have to scrape it off to get to the nerves underneath. And that makes the operation for it that much longer, and considering that you got this kind of wound, I'm assuming you guys don't have a lot of time to waste waiting around for your friend to get better." He looked over at Lion-O.

"We can wait until Panthro's got some new arms." Lion-O said, "How long will it take?"

"Well…" Stirling looked at Panthro's arms, "Regular operations with easily connectable nerves… that takes about ten hours, depending on how much the patient squirms. I should warn you," He looked at Panthro, "The operations alone are _torturous_, I can't tell you how many hardened soldiers I've seen cry like little children on that operating table. The wounds, even if they've scabbed over, need to be open. There can't be anesthetic, because the nerves need to alive and kicking when you connect the prosthetic to the body, and I can't let you pass out either, because that causes them to be a little dulled as well. You can ask the brat about it," He pointed to where Kitsune was shifting from one metal foot to another uncomfortably, "He was just a child, and he fainted six times. His operation took well over fifteen hours. We had to get smelling salts to wake him up, and he never sat still."

"I was in horrible pain!" Kitsune growled, "And I was _eight_! Of course I didn't want to sit still!"

"And on top of all that," Stirling continued as if he hadn't spoken, "There's the rehabilitation. For new legs, it takes about three to four years. For new arms, it takes four to five. And that's not including the month-long rest time patients require after the operation.

"_Five years?_!" Tygra repeated in shock.

"We don't have that kind of time." Panthro said.

Stirling nodded, "I guessed as much. Which is why, if you want to get to where you're going and be ready for any enemies along the way, I'd recommend learning to shoot a gun with your feet as the fastest route. The operation is just going to waste your time, and who's to say that, even if I did start operating on you, there's not more of this stuff hiding underneath your skin?" He pointed to the inter-dimensional cover on Panthro's wounds. He got up from his stool, "I'm afraid I can't help you."

"You can't… you can't find some way to fix it?" Leanne asked desperately.

"I can't." Stirling said, "I don't have the time to go through whatever kind of research I need to go through in order to be prepared for this." He heard the door opening, and looked through the entry way of the door to see one of his customers, a dog man with a metal leg, coming in. "I'm sorry I can't help you." He walked out of the room to go and see him, "What's the problem this time, Mr. Canis?" The man, who smiled at seeing him, told him about how his new prosthetic had been bothering him.

"_Now_ what are we supposed to do?" Leanne asked sadly.

Panthro was silent for a moment, thinking, before speaking, "Keep going."

"Excuse me?" Tygra asked.

"Keep going." Panthro repeated, "Keep looking for the next stone and stop Mumm-Ra." He let out a sigh, "I've been a soldier for years… Maybe it's time I retire."

"We aren't leaving you behind, Panthro." Lion-O said firmly.

"Well, you can't keep going with me as a dead weight." Panthro said.

"We'll find a way to get you a new pair of arms!" Leanne said, standing up. "If not here, then someone else!"

"And just _who_ could we count on to make some new arms, when even an expert in prosthetics can't make them for me?" Panthro asked her.

"You know," Kitsune began, getting everyone's attention, "You don't have to connect the mechanics of the arms to the nerves in order to get them to move. I bet if you just find some way to transfer the signals from your brain to the new arms that doesn't involve painful surgery, I'm pretty sure you'd be fine."

"But in order to do that, someone needs to be very adept at technology." Cheetara said.

"You're in a town full of tech-enthusiasts!" Kitsune said, "I'm sure you'd find someone who would be more than happy to help you!"

"…What if we went to someone who was already _made_ of technology?" WilyKit suggested, everyone looked at her oddly, "Am I the only one that remembers the Berbils?"

"The Berbils!" Leanne said with a smile, seeing a hopeful outcome to Panthro's loss of limbs.

"The Berbils…?" Panthro groaned, "Not _those_ fur balls!"

"…What's a Berbil?" Kitsune asked, completely unfamiliar with the mechanical bear race.

"When it comes to building," Tygra said, "They're the best. I wouldn't be surprised if they could build a new set of arms for Panthro."

"Then that's our best option right now." Lion-O said, he smiled at Panthro, "Looks like we'll be visiting our old friend Bill." Panthro groaned.

"_Great_…" He muttered.

Leanne rewrapped his bandages and started helped him to stand, even though he protested against it, saying he wasn't so helpless yet. Once he was on his feet, Banvor came in.

"Ah… I thought it was odd that your examination had gone so quickly." He said, "So… when will you be fitted for your metal prosthetics?"

"Never." Kitsune said, "Apparently, Stirling can't do anything about it. It's a really unusual case."

"Oh…" Banvor looked at Panthro apologetically, "I'm sorry."

He shrugged it off, "Don't worry about it."

"Are you leaving?" Banvor asked, looking at the group.

"Well, we won't gain anything by sticking around here." Tygra said, "And our friend needs new arms as soon as possible."

"I was… Well, Belata and I… we were kind of hoping you'd stay a little longer." He said sheepishly, "Our little one just opened his eyes yesterday and… I was hoping he'd get a chance to see the cat who delivered him." He looked hopefully at Cheetara, who looked at him in surprise at the request.

"Well… I'm certainly honored." She said, "But we should be going…"

"I can't stop you from leaving." Banvor said, "But we'd be so happy if you stayed a few moments longer."

Cheetara looked back at Lion-O, wondering if they could stay, and he nodded.

"We have some time." He said. Banvor smiled.

"I-I'll be right back!" He said, before turning around and dashing through the hallways. Everyone stepped out of the examination room, seeing that Stirling was examining the leg of his current patient, tapping against the metal.

"It's fine, you just need to get used to the weight." He told him, "But I have some painkillers that should work for you." He got up and went past the ThunderCats to get to the examination room, where he kept the medical supplies.

"Hey, seeing as you guys are sticking around a little longer," Kitsune said, "You wanna come check out the circus that's in town? They come every year, and they have the best freak show exhibit."

"I don't know if…" Lion-O was quickly interrupted by the excited voices of WilyKat and WilyKit.

"I wanna go!"

"I _love_ the circus!"

"Can we go?"

"Can we _please_ go?"

"Please, please, please, _please?_!"

"I don't think we really have time for…" Lion-O trailed off when he saw the twins looking up at him, eyes big and sad, lips pouting, "Guys, it's a travelling circus, we'll find one somewhere else, I'm sure."

"Why can't we go to this one?" WilyKit whined.

"We haven't been to a circus in _forever_! Please?" WilyKat begged.

Lion-O looked between the two kittens, who were begging him to let them stay to see the circus with their huge eyes and quivering lips. Finally, Lion-O sighed.

"Fine, but we're leaving right after." The kittens cheered happily.

Not too long afterwards, Banvor and Belata came around the corner, carrying their little baby in Belata's arms, who had grown considerably since they last saw him. His eyes were a bright blue color, and they were big and curious as he looked at all the new faces that were presented to him.

"My, he's gotten big." Cheetara said as she walked over to the baby, smiling at him. The baby reached up for her, and she let him grab his finger, which he then attempted to eat. She didn't mind, the baby didn't have his teeth yet, but it was an odd feeling for her finger to be chewed on by something that only had little pink gums.

"Aw, he's so chubby and _cute~_!" Leanne squealed as she came up beside Cheetara, who immediately took a small step to the side to put some space between them. "What did you say his name was again?"

"Oh, we named him Beltharo." Banvor said, "After my wife's father."

"Aw, he's _so_ adorable." WilyKit said, looking at the little kitten.

"Thank you." Belata said with a smile. Little Beltharo looked up at Cheetara and kept chewing on her finger, letting out a little coo. She pulled her finger away from him, but he didn't seem to mind. He held out his arms, his big blue eyes soon spotting something else that caught his interest on the ceiling.

Everyone adored and admired the little kitten a little longer before the twins began tugging on Lion-O's arm, saying they wanted to go to the circus. Banvor and Belata bid them goodbye, but Stirling stopped them before they left.

"Hang on." Everyone looked at him as he approached Panthro, "Why don't you stick around? I haven't been able to speak to another old soldier in a long time."

"I don't want to be any trouble." Panthro said.

"It won't be." Stirling said, "I can imagine how awkward it is to walk around town without any arms. I may not be able to do anything, but the very least I can do is treat you to a good meal." Panthro gave the other panther a grin.

"Well, who would I be to deny an offer from an old soldier?" He asked, Stirling smiled. The two of them left in another direction as everyone else headed off towards the circus. Kitsune was more than happy to lead them to where it had been set up in a great big blue and red tent somewhere near the edge of the town. A few people were already heading inside as they prepared to watch the next show. They went inside and got a seat up higher in the audience, the bleachers already full with spectators who wanted to see the show. Leanne sat down next to Lion-O, and smiled at him. He returned the smile half-heartedly, then looked away. He didn't really want to face Leanne at that moment. She noticed his behavior and frowned.

"Is something wrong, Lion-O?" She asked, putting her hand over his. He took his hand away from her without saying anything. Leanne looked at him confusedly, wondering what was making him act this way. His silence unnerved her, and she was about to ask him again, when Cheetara spoke up.

"Don't bother." She said, quiet enough for only Leanne to hear since she was sitting on the row behind her, "He saw it, too." Leanne's eyes widened. Lion-O had seen her kiss with Tygra? She turned to him, and he didn't meet her eyes.

"Lion-O, let me explain," She said quickly, "It's not what you think it is!"

"I don't want to know." Lion-O said.

"But you have the wrong idea!" She said.

"I really don't want to hear it." Lion-O said. His voice was cold and stern, and it cut Leanne to the core. Lion-O got up and moved one row back, leaving Leanne with the twins and Tygra just on the other side of them. Tygra saw how sad she had suddenly become and was about to ask about it when someone stepped into the ring that was used as the stage for the circus. It was a monkey man with a very hairy face, big ears, and a long tail dressed in a red suit.

"Ladies and Gentlemen!" He shouted, his voice booming across the entire tent, getting everyone's attention, "Welcome to the Fortien Brothers' Travelling Circus!" The crowd applauded him loudly, and the twins cheered and whooped in joy. The ring master bowed and waved his hands for them to calm down. "We have a wide variety of entertainment for you today! And we certainly hope you enjoy yourselves! Now, to begin our show, we have the _Valvari sisters_!" The crowd cheered loudly as a pair of girls who looked like ring-tail lemur twins with dark hair pulled up into buns came out on special riding animals. As they entered the ring, they attached themselves to harnesses, standing on their animals, waving to the crowd as they whooped and hollered at the two beautiful girls.

Leanne wasn't really paying attention to them, she was lost in her own depression, trying to figure out a way when she could better explain what happened to Lion-O. Tygra carefully moved around the twins to her so he could speak to her better.

"You okay?" He asked over the roaring crowd as the lemur sisters performed a trick.

Leanne shook her head, "Cheetara wasn't the only one who saw us." She said, "Lion-O saw, too." Tygra looked at her in surprise. He glanced back at his brother, who wasn't paying attention to their conversation. He looked back at Leanne, understanding why she was so upset.

"I'll talk to him for you." He promised, "I'll explain all of this to him."

"I don't know if he'll listen." Leanne said as the lemur sisters' show ended and a new one began.

"I'll make him." Tygra said, he patted her shoulder comfortingly, "He'll listen to what I have to say, I promise." Leanne nodded.

The circus was an entertaining show, to say the least. It kept Leanne's attention for a little while and pulled her away from her thoughts of Lion-O and Cheetara. She applauded the acrobats and the fire breathers as they came out.

"And now, a very special performance for all of you," The Ring leader said, gesturing to the curtains, "Our very own Circus Siren, the very _last_ of her kind, I give you Tabby!" He turned to the curtains, only for no one to come out. The ring leader frowned and the crowd began to laugh softly at his embarrassment. He went over to the curtain and walked through it. He came back out yanking the arm of a cat girl. Immediately, everyone's attention was caught as the ring leader shoved her onto a podium in the middle of the stage. Lion-O's especially, his eyes flashing in recognition as he looked at her. She was a very skinny cat with ruby red eyes of average height. She had pure white hair with black ears and tail, the rest of her fur was deep grey, with a bell tied around her neck, and a ribbon tied around her tail. She didn't move, not meeting the eyes of the ring leader or anyone around them, keeping her sights on the ground. Sweet music began to play, but she did nothing. Everyone in the crowd began to murmur, wondering what was going on. The ring leader, clearly infuriated by her actions, stopped the music by raising his hand to the ones performing it. He grabbed her arm again and muttered something into her ear, she shook off his grasp. When he released her, she rubbed the spot he had grabbed and looked up at the crowd. The music began again, and she began to sing in a language no one understood.

"_Lacrimosa dies illa._

_Qua resurget ex favilla._

_Judicandus homo reus._

_Huic ergo parce, Deus._

_Pie Jesu Domine."_

The way she sang was in a very melancholic and sad tone. Her voice carried throughout the tent, and her words seemed to speak of some kind of tragedy. Leanne was sure that's not what the words translated into, but there was something underlying it that made her think that the song she sang was a song about death, or loss. She felt she might cry because of its sadness, as well as from the beauty of her voice. She truly was something like a siren. Leanne looked around to see she wasn't the only one who felt that way, as many of the circus's spectators seemed to be on the verge of tears. Some were already letting some tears fall, and a few were sobbing like babies. She looked back at where the girl stood, singing the next verse.

"_Judicandus homo reus._

_Huic ergo parce, Deus._

_Pie Jesu Domine."_

The music slowly came to a stop. Once it was quiet, the entire audience erupted in applause, all of it for the girl. She didn't look very happy to receive it. The ring leader got her off the podium and shoved her into the hands of one of the circus workers, who led her back through the curtain to where the other performers were.

"That's Tabby, ladies and gentlemen!" He said, the applause kept going, even after Tabby had been led behind the curtain. "And with that, our dearest friends, our show has ended. We hope to see you all another time at the Fortien Brothers' Circus! Thank you!" He bowed to the crowd, who applauded him. Once some cheery, bouncy music started up, everyone started getting up from their seats to go back to their daily lives, but Lion-O did something else. Instead of heading for the exit, he headed for the curtain where all the circus performers had gone. Everyone else followed him.

"Lion-O, what are you doing?" Cheetara asked as he went up to the curtain.

"Didn't you see her?" He asked her, "Clearly she didn't want to be there." He went up to the curtain, being very quiet as he moved it over to the side, just enough to peek through it to see some of the performers cleaning up a few of their things before the next show. He looked around and saw Tabby sitting on the ground, a chain attached to her ankle, the other end attached to a huge metal ball. The ring leader stood in front of her, glaring.

"Listen, kid," He growled, "It's all well and good for you to whine about what's going on here backstage, but if you don't get out there and perform, it's going to cost me some serious business! You got that?" Tabby didn't respond, she looked away from him. The ring leader growled and grabbed her throat, turning her face towards him, "You look at me when I'm talking to you!" She let out a small choking sound, reaching for where his hand was, trying to pull it away from her throat, "No, you shut up!" She was quiet, but she still tried to pull his hand away. He grabbed her hands and held them tightly, "Now you listen and listen good. If you try and pull a no-show like you did just now, you're gonna get a _hell_ of a lot worse than just my hand at your throat!" She nodded, showing she understood, and he released her throat. She took in a deep breath and hunched over, coughing harshly, her hands reaching to gently hold onto her throat as she tried to get rid of the feeling of the hand that had been there previously. The ring leader stood up as something else caught his attention and he walked away, calling, "Jean! What are you doing? I told you to put the torches somewhere the animal food _isn't_! Do you _want_ a repeat of what happened in Solstara?"

Tabby sat back up, rubbing her throat as she caught her breath. She looked in the direction the ring leader had walked away, but did nothing more. She looked down at the chain on her ankle, reaching for it and tugging on it a little seeing if it was loose. It wasn't.

Lion-O looked back at the others, motioning for Kitsune and Tygra to keep an eye out for anyone as they snuck in. Tabby looked up in surprise at her visitors as a pair of cats went over to where the other employees of the circus were setting up for their next show later on tonight. WilyKat and WilyKit went over to her and began to pick the locks of the chain on her ankle.

"Who are you?" She asked the twins, "What's going on?"

"Oh, come on," Lion-O said, "Don't tell me you don't recognize me." She looked up at him, and her red eyes widened at the sight of him.

"Lion-O…?" She questioned quietly.

"You know her?" Cheetara asked as she and Leanne came into the room.

"From a long time ago." Lion-O said. Kitsune looked back at the twins, seeing they were still picking the lock.

"Oh, what _is_ this? Amateur hour?" He asked, moving away from his post and pulling out some tools from pocket, "Watch and learn, kiddies. _This_ is how you pick a lock." Cheetara went to cover Kitsune's position as he swiftly undid the lock for the chain around Tabby's ankle. It came off with a small clang and fell to the floor. Tabby looked at her ankle, then at Kitsune.

"Thank you." She said.

"T'was no problem." Kitsune said with a grin as he helped her up, "It's what I do."

"Okay, we've got her, now let's go before someone spots us!" Tygra said, they all listened to him and ran out of the circus, Lion-O hanging onto Tabby's wrist as they ran.

"I have to say Lion-O, this isn't quite how I pictured our reunion!" Tabby said with a smile as he pulled her along, "But I'm glad for it anyway!" Lion-O grinned at her and they ran from the circus as quickly as they could.

* * *

><p>"So… you knew Lion-O and Tygra when they were cubs?" Leanne asked as they all sat in Banvor's home, keeping Tabby, her full name being Tabitha, safe until the circus departed tomorrow morning. They all had some drinks and some food that was put out for them by the couple.<p>

Tabitha nodded, taking a sip from the drink she had gotten from Belata, "Yes, it was a very long time ago. We were very young, but I frequented Thundera's palace many times as a child. My father was one of Thundera's noblecats, and he was a good friend of King Claudus." She turned to Lion-O, frowning sadly, "By the way… I heard the news about him. You have my deepest condolences." Lion-O nodded.

"Thanks." He said.

"How'd you hear?" WilyKat asked her.

She gave the twins a small smile, "Well, when you travel with a circus, the latest news tends to reach you pretty fast."

"How did you end up at that circus, anyway?" Tygra asked, Tabitha looked down, suddenly depressed.

"I was taken from my home." She said, "It was by complete happenstance. I was in the gardens, practicing this new song I had heard a few days prior, and the next thing I know, I'm being grabbed from behind, tied up, and shoved into the cart of a circus carriage. At first, they offered me a large sum of money to sing for them, but I refused. So then, they threatened to kill me if I didn't. I've been there ever since."

"When was this?" Cheetara asked.

"Three years ago." Tabitha said sadly, "I've tried escaping, but none of my attempts ever worked, and I ended up getting punished for it later on."

"Did they beat you?" Lion-O asked, his face contorting to one of anger.

"No." Tabitha said, "No, they would never risk putting scars on me for fear of people knowing about what they had done. They would normally just starve me for a few days. The most being ten."

"They wouldn't let you have food for _ten days_?" Leanne asked in shock, Tabitha nodded, "My God, that's awful!"

"It wasn't as bad as you might think." Tabitha said quickly, "The other circus creatures had it much worse than I did, and even some of the other performers. I was the only one there against my will, but in some cases, I was treated better than they were. I had my own place to sleep every night, albeit a cage but still a place to sleep, and I got food when I needed it. It could have been much, much worse."

"It's still pretty bad!" Leanne said.

"What about your family?" Lion-O asked, "Where are they? Or did Marluxa fall when Thundera did?"

"I don't know." Tabitha said, "I haven't heard anything about home, and I _desperately_ hope that my parents are still on this earth."

"Just who were your parents?" Cheetara asked, "You speak very well, even for the daughter of a noblecat." Tabitha blushed at the compliment.

"Yes, well…" She began, "My education was significantly changed when King Claudus gave my father the kingdom of Marluxa."

Kitsune spat out whatever he had been drinking in shock, "Your dad had a whole _kingdom?_! How did that happen_?_!"

"As I said, my father was good friends with King Claudus." Tabitha said, "Marluxa is… something of a 'sister kingdom', I suppose you could say, to Thundera. He gave it to my father as a reward for all his service during the Great Lizard War. My family and I lived there for a time, as well as many other Thunderans looking for a change of scenery."

"That was one sad goodbye." Tygra said, "I still remember how much you were crying." Tabitha's cheeks turned red in shame. Leanne reached up and smacked the back of his head.

"Be nice." She chided. Tygra rolled his eyes.

"Yes, _mother_." He said, Leanne smacked him again, "Ow!" He glared at her, and she stuck her tongue out at him. He latched onto it with his fingers and she let out a noise of surprise.

"Naah!" She moved his hand away, "Don't do that!"

"Don't smack me." Tygra returned. They looked up when they heard Tabitha giggling at them.

"You two must be close." She said, looking at them.

"Closer than you think." Lion-O muttered before taking a sip from his drink, no one had heard him.

"So… what are you going to do?" Leanne asked Tabitha, "I mean, you're away from the circus now, right? Are you going to go home?"

"I'd like to." Tabitha said, "I'd _so_ very much like to return home to see my mother and father again. But I'm not entirely sure of where I am, or how to get home, and I fear that if I travel alone, I will be caught by the circus once more."

"Then we'll go with you." Lion-O said, everyone looked at him in surprise, "The kingdom of Marluxa isn't far from where the Berbil village is, if I remember correctly. We'll head there, then go to the village to get you a new pair of arms, Panthro. It's not too far out of the way."

"Would you?" Tabitha asked him in surprise, "I-I'd be so grateful!" Lion-O looked at everyone else, wondering what their say is on the matter. Everyone gave a general murmur of agreement.

"You guys mind if I come with you?" Kitsune asked, "I've never really been out of the city before. I'd love to see this Marluxa place."

"Only if you can make it back to Janmasthala on your own." Lion-O said, Kitsune scoffed.

"Who do you think you're talking to?" He asked, crossing his arms with a confident smirk on his face, "I'm Kitsune! The light-footed fox! I can handle a simple trip from one place back to Janmasthala." Lion-O grinned.

"Of course you can." He said, "We'll just have to make some extra room for you in the tank." Kitsune looked at them in surprise as they got up.

"Tank? What tank?" He asked.

* * *

><p>Kitsune gaped in awe at the sight of the Thunder Tank, amazed at the sight of it. "That's a <em>nice<em> tank."

"Don't even think about stealing it." Panthro growled at him as he walked past the fox down to his tank.

"I wasn't thinking about that." Kitsune said, but he was lying. His old thief was beginning to reemerge at the sight of the tank, wondering how much money he could sell it for, but that thought was quickly dashed away as he followed the ThunderCats down to where it was, Tabitha walking beside Lion-O.

"You seem to have done very well for yourself, considering what's happened to Thundera." She said.

"Well, it helps to have good friends." Lion-O said to her. A hand touched his arm, and he looked back to see that it was Tygra. He frowned at him, "What is it?"

"I need to talk to you." Lion-O said, dragging him away from Tabitha and somewhere else, "_Now_." Tabitha looked after the pair until they had gone somewhere no one could hear them speak.

Leanne came up next to her and smiled at her, Tabitha returned it. "I never had a chance to introduce myself, I'm Leanne." She held out her hand for her to shake, and she did.

"Tabitha." She said, "If I may ask for your pardon for a moment and ask… just… just what species _are_ you? I've never seen your kind before."

"Everyone's wondering that." Leanne said with a sigh, "I'm getting tired of everyone asking me."

"I'm sorry." Tabitha said, Leanne shook her head.

"Don't worry about it." She said, "I'm human."

"Human?" Tabitha questioned, tilting her head to one side, "I've never heard of them before."

"That's probably because humans aren't of this world." She said, "I think humans might be of a different dimension, or a different planet from where I come from."

"Oh." Tabitha said, obviously intrigued by her, "Can you tell me more about your world?"

"I guess," Leanne said, "But only if I get to ask a question for every question you ask." Tabitha nodded.

"That's fair." She said.

"I'll go first," Leanne said, "How well do you know Lion-O? I know you knew him when he was a kitten, but…"

"Oh, yes, that," Tabitha began with a giggle, "It really is quite silly, but there was a point in time where I once held his heart." Leanne looked at her with wide eyes.

"What?" She asked, Tabitha giggled.

"I suppose you could say I was his 'first love'?" Tabitha said, "Although I didn't return his affections at the time."

"You were Lion-O's first crush?" Leanne asked in surprise.

Tabitha nodded, "Yes, I suppose I was."

* * *

><p>Lion-O looked at Tygra once he was finished explaining to him what had happened between him and Leanne. Lion-O was quiet for a moment.<p>

"So…?" Tygra asked, wondering what his reaction was.

"So what?" Lion-O asked in return.

"What are you going to do now that you know?" Tygra asked. Lion-O was quiet, and that unnerved him, "Are you at least going to talk to Leanne about this? Just promise me you'll do that much. She's miserable with the way you're acting to her, and she's worried she might have ruined what you had."

"She _did_." Lion-O said, "But I'll talk to her."

"Good." Tygra said with relief, "That's all I really wanted to know." He walked away from him and towards the tank, where Panthro was waiting for him to come up and take the wheel and drive them to the kingdom of Marluxa.

* * *

><p>Leanne sat on a bench by herself as Tabitha spoke to Cheetara, talking about the kingdom of Marluxa, where she had never been before. She was telling her about how their kingdom went on with no clerics. Kitsune was talking to WilyKat and WilyKit about the ways to form a piece of metal to best suit their lock picking needs. She looked up when Lion-O came up and sat beside her on the bench. He was quiet for a moment, and didn't look at her, and she started to get a little nervous.<p>

"Lion-O…?" She questioned quietly.

"Tygra told me what happened." Lion-O said, still not looking at her. Leanne smiled and let out a breath of relief.

"Oh, thank God," She said, "I thought you were going to hate me."

"I wasn't done." Lion-O said, Leanne's smile fell as he looked at her, "It's going to take a lot for me to trust you again. I'm willing to look past this, for the sake of our mission, but…" He looked away for a moment, then back at her, "Maybe… this was a bad idea."

"What was?" Leanne asked, fearing his answer.

"…Us." Lion-O said, Leanne's face fell a little more, "Leanne, we're two completely different species. There was no way it could have worked in the end. I'm surprised it worked for this long." Leanne looked away from him, her eyes settling on the ground. She felt a little lump forming in her throat. Lion-O saw that she was about to cry and frowned, "I'm sorry."

"No, no…" Leanne said quickly, waving off his apology. "I understand… I do." She stood up and started walking away, "Don't worry about it." She went over to the communicator on the wall and pressed the button. A moment later a picture came up of Tygra and Panthro, "Guys, open up the roof, I'm coming in."

"What?" Tygra asked in surprise. She didn't say anything else as she pushed the small opening on the roof up and started climbing out. The sudden 'whoosh' of wind alerted everyone in the carrier of her departure and she shut the opening once she was completely out on the roof. She carefully climbed over to the front of the tank, where Tygra had opened up the top so it would be easier for her to come in. She seated herself at Tygra's side and he closed up the top again. He looked over at her, and noticed how she looked like she might break down at any time. "You okay?"

Leanne took a moment to answer, letting out a huge breath and moving back into her seat, "…Not really." She brought her hand up to her face and sighed, "I just needed to get out of there."

"What happened?" Panthro asked. Leanne was quiet again, taking a deep, shaky breath in and out.

"I think Lion-O broke up with me." She said, her lip quivering as a tear trailed down her cheek.

* * *

><p>Tabitha watched as Leanne got out of the carrier with a surprised face. Why was she suddenly leaving? She looked over at Lion-O, who looked a little upset at the sudden leave, and a little guilty as well. Once the opening was closed, she looked at Cheetara, who looked just as surprised as she did.<p>

"Will she be alright?" Tabitha asked, concerned for her wellbeing outside the tank.

Cheetara nodded, "Leanne has the gift of flight, and she can keep up with the tank if she has to." Tabitha noticed how Cheetara's tone seemed to get a little harder when speaking about Leanne.

"Um… Cheetara," The cleric looked over at the princess, "Is there… something between you and Leanne? You both seemed rather tense around each other…"

"I suppose you could call it that." Cheetara said, crossing her arms across her chest and leaning back against the wall of the tank. Tabitha looked at her questioningly.

"Care to explain?" She asked. Cheetara looked over at her.

"Well… actually, it started yesterday." She began quietly, not wanting the others to overhear her, "Leanne… she… betrayed me, I guess you could say. She betrayed my trust, and whatever friendship we had."

"And… how did this happen?"

Cheetara began to quickly explain the situation to Tabitha. Normally, she wouldn't have done something like this to someone she just met, but she really felt like she needed to vent about it. Tabitha listened carefully as Cheetara elaborated here and there about how she told Leanne of her confession about Tygra, and how she saw Leanne sharing a kiss with the one she cared about most. Tabitha nodded in understanding when Cheetara finished.

"I see… and, how does Leanne feel about Tygra?" Tabitha asked.

"She says it was only to help him figure out his feelings," Cheetara said, "But I don't believe her." Tabitha nodded again. She looked over at where Lion-O sat, slumping in his chair, looking guilty and depressed.

"And… is Lion-O involved in that somehow?" Tabitha asked. Cheetara looked over at the young king, then back at her.

"He was there when I saw it." Cheetara said, "He was hurt more than I was, I think. After all," She leaned back against the back of the tank, "He was romantically involved with her." Tabitha's eyes widened.

* * *

><p>They couldn't make it to the kingdom by the time they hoped they would, so they had to stop for the night and make camp. Panthro would be taking watch all night, "I may not be much of a fighter, but at least I can be a pair of eyes for tonight." He had said. Nobody objected to it, but Lion-O promised that Panthro could get some rest before the middle of the night, and he would take watch.<p>

As they set up camp, Lion-O noticed that Leanne stayed as far away as possible from him as she unpacked and set up her place to sleep for the night, and she tended to stay by Tygra or Panthro. She would help the kittens with their camp, and Kitsune promised to help her with her things after he finished helping Tabitha, who was very embarrassed by the fact that he continued to call her 'Princess', because that's what he saw her as. He spent so much time speaking with her, that he never noticed that, by the time they were half-way through their conversation, Leanne had already unrolled her sleeping bag and gotten out some food from the rations to snack on.

When the bonfire was made, Leanne made sure to sit beside Tygra, Tabitha was on her other side. As everyone spoke, it was very obvious of the tension between Leanne, Cheetara, Tygra, and Lion-O. It made the kittens uneasy, and Kitsune tried to make the tense air a little looser by beginning a story of how he had played a prank on Stirling a little while after he had been fitted with new legs. The kittens listened with interest, trying not to focus on the atmosphere as Kitsune did his best to describe the story in as much detail as he could so as to drag it out and keep their attention on something else.

As the story continued to be spun, Tabitha leaned over and quietly whispered to Leanne, "Cheetara told me what happened." Leanne jumped and looked over at Tabitha with wide eyes, wondering if she would hate her now, too. "I was wondering if you wanted to tell your side of the story."

"Oh." Leanne sighed in relief, "Well, I don't want to say that Cheetara was wrong for thinking the way she did, because she has every right to, but… I kind of wished that it had never happened at all." Leanne began to explain what had happened, and the reasons why it had happened, so Tabitha would be able to better understand how she felt, and how Cheetara and the others felt. Tabitha was quiet, and listened intently and patiently as Leanne whispered various things to her about what had happened. She ended it with a tiny description of how they all felt at the moment, "…So now, Cheetara hates me. Tygra's either oblivious, or he's adjusting to that. Lion-O doesn't want to be with me anymore, and I'm just depressed." Tabitha nodded.

"I see…" She murmured, taking a bite of the fruit she had been given, "It's all quite… dramatic."

"Tell me about it." Leanne said with a small groan, she rested her head on her hands, "Considering this is a totally different world than the one I'm from, I was really hoping I wouldn't have to deal with stuff like this. But I guess drama exists anywhere there are people smart enough to make it."

Tabitha paused for a moment, "You make it sound like a good thing."

"It's not!" Leanne hissed harshly. She took a deep breath and calmed herself when she noticed Tygra looked at her oddly. "I really wish I didn't have to deal with this."

"Well, perhaps it was for the better." Tabitha suggested, trying to help her to stay optimistic.

"Then why does it feel so terrible?" Leanne asked, swallowing the last bit of her food. Tabitha looked at her pitifully, then she looked over at Lion-O, who seemed to look just as guilty as before.

* * *

><p>That night, Lion-O couldn't sleep. Leanne's face haunted his dreams, and it was in such a way that he couldn't stand to dream of it anymore. He sat up, looking over at where Leanne had set up her sleeping bag over in between the twins, who were snoring loudly, their bodies spread out all along the ground in that way that only little kids could sleep. Leanne seemed to be perfectly comfortable, tucked away inside her sleeping bag, her arms curling up by her head as she slept soundly. As he remembered when he last spoke to her, he could just see her heart breaking on her face, especially when it was in such a delicate state after Cheetara chewed her out. He couldn't believe that after such an emotional thrashing, Leanne could still have enough calmness to sleep. Or perhaps, it was all so much for her that she wanted the sleep. He wasn't sure, and it wasn't like he could ask her about it.<p>

"You know, there was a time when I hoped you would look at me like that." A voice said, Lion-O quickly turned around to see Tabitha was wide awake, and sitting on top of her sleeping bag. "I couldn't sleep. I was too excited to go home." She explained.

"Me either." Lion-O sighed. He reached up and pinched the bridge of his nose.

Tabitha looked over at where Leanne was, "She's a lovely girl." Lion-O looked over at Leanne, a forlorn expression on his face.

"Yeah, she really is." He said softly.

"Then why did you cut it off with her?" Tabitha asked, "Surely, if you still feel for her, then you shouldn't be apart from her."

"I can't trust her." Lion-O said, turning back to her. "What if this happens again?"

"I doubt that." Tabitha said.

"You don't know that for sure." Lion-O said.

"Neither do you." Tabitha shot back. Lion-O frowned and said nothing. Tabitha sighed, "Lion-O, Leanne is miserable, from what I can gather. At the very least, set things right between you and her, or her and Cheetara." Lion-O didn't say anything to her. Tabitha lay down in her sleeping bag. "Just think about it."

* * *

><p>The next day, Leanne rode in the carrier of the tank, sitting beside Tabitha, who was talking happily with Kitsune. Although she had been wrapped up in her misery, she couldn't help but notice how close the two had gotten over the short amount of time they had spent together. She wondered for a moment if the princess and the former thief had a forming romance, and she smiled a little at the thought. She looked over at where Cheetara sat, who was occupying herself with the twins' conversation. She glanced over at Lion-O, and at the same moment, Lion-O looked over at her and their eyes met. Immediately, they looked away from each other. It was so hard for her to look at him after everything that had happened, and it was no different for him.<p>

Leanne wasn't sure why they would be like this. She knew that she had betrayed Lion-O's trust, and she wanted his forgiveness, but after everything that happened, she could see why he wouldn't be so apt to give it. _Let's try and look at this in a different light_, She thought, _Maybe this is for the best. After all, in the long run, I need to go home at some point, and the chances of coming back and finding Lion-O are slim at best. Maybe… this just spares the pain of goodbye._ The thought of it made her eyes fill up with tears, and she shook her head. She didn't want to say goodbye yet! Not yet! She wanted to see this adventure through to the end, and then she wanted to go back home. She didn't want to think about goodbye.

Leanne focused her attention on her hands, trying not to look at anyone as she sat in silence. She tried to keep her mind blank and off of everything that had happened. She went over to her bag and began rummaging through it, pulling out the small, aged book that was her Nana's diary. It couldn't hurt to have a little distraction in all the craziness that was going on. She opened it up and flipped it to a random page.

_August 8__th__, 1976—_

_ Today was Francis's birthday, and Marissa wanted to celebrate it by going to the zoo. Of course, she's wanted to go to the zoo for months after she'd heard one of the lions had a new cub, and today just happened to be the day that they were going to start letting the little one run around the lion exhibit with its parents. It was hard to say no to such a happy face. It was the first time that I had gone to the zoo after my time on Third Earth. I thought I could handle it. But, when I looked at the animals in their exhibits, trapped inside… I just… I could barely make it pass the reptiles. I just kept being reminded of my friends from that time. Garflin and Leo… I just kept seeing their faces as I looked at the lions. I kept seeing the faces of all the animals, trapped in Mumm-Ra's cages. They looked at me with fear, and sadness. They were in captivity, and there was nothing I could do about it this time. These animals were afraid, but they weren't smart enough to function in society as normal humans, maybe they could be able to in a few million years with some strange kind of evolution, but not today, and not now._

_ I actually had to excuse myself from my child and husband just to compose myself. Francis was worried about me when I suddenly had to run to the washroom, but I told him I was fine. I gave him the old "My period just started" excuse._

Leanne let out a small snort of laughter when she read that.

Lion-O saw this and was surprised at her sudden lightened mood. After everything that happened, she could still smile? Clearly, Tabitha was mistaken. She didn't look miserable. Maybe… maybe she was okay with it?

He felt a little insulted at the thought. She was _okay_ with it? How could she be _okay_ with it? After everything that had happened? He felt his blood boiling a little in anger. He was the one that initiated it, and _he_ wasn't okay with it! How could _she_ be?

He sighed, stopping himself from getting too angry. Maybe there was another way to look at this. He wasn't really sure about any other way, but he would see it eventually. He looked up when the tank soon came to a stop. Tygra and Panthro's face soon appeared on the screen. Lion-O got up towards them.

"Well? Are we there?" He asked.

"Oh, we're here." Panthro said, "But I don't think your little princess friend is gonna like it too much." Tabitha's brow creased in worry and she went over to the entrance of the tank, pushing the button that opened the door. She stepped out, everyone else going out with her. Tabitha went around to the front of the tank to see what had become of Marluxa, and her heart stopped.

Before her, the small kingdom of Marluxa lay in smoking ruins. The remains of the castle lay in the distance, a few towers still standing. All the homes in the kingdom had been either burned down, or had taken a serious hit. There was no sign of life. All homes were deathly silent, and there wasn't even the sound of chirping birds as they looked out at the kingdom.

"Guess the lizards got here before us." Leanne said.

Lion-O went over to Tabitha, putting his hand on her shoulder, "Tabitha, I'm so sorry."

Tabitha's eyes filled with tears as she looked out over what she once called her home. She stepped away from Lion-O, getting a little closer to where it was. "If this is my kingdom… then what has become of my parents?" Tears rolled down her cheeks, and Kitsune looked at her sadly and walked up beside her.

"If it's any consolation, Princess," He said, "I lost my family, too. I know how you feel." She looked over at the young fox.

"What am I supposed to do now?" She sobbed out, leaning onto him and crying, "Where will I go…? I've lost everything…!" Kitsune held her close, rubbing her back, standing tall as she cried, letting her take all the emotional comfort she needed from him.

"I know that it's hard to lose the ones you love," Kitsune said softly, "But that can change. You could come back with me to Janmasthala. I'm sure Stirling would let you stay, and he could set you up with a good job." He pulled back slightly, giving her a smile, "One of the good things about losing a family is being able to gain a new one." Tabitha sniffled as she looked up at him.

"I… thank you, Kitsune." She said, giving him a small, watery smile as she tried to compose herself.

Tygra looked down at the screen in the tank, seeing it was the radar.

"Hang on," He said, his voice catching everyone's attention, "I don't think the lizards were finished." He saw two little blips on the screen, "We got two lizards headed this way, from the west." Everyone turned in the direction of the west, ready to fight as the possible enemies came closer and closer to them. They soon heard the rustling of the remaining foliage, and a pair of cats came out from the woods.

"Hello?" The male said, "Please… we don't mean you any harm." His and the female cat's clothes were dirty and raggedy, but it was clear that they had once been wearing fine clothes. "We're just looking for some help." Tabitha turned around, and her eyes widened when she saw the two of them.

"_Papa!_" She cried, running from Kitsune's arms to go to his.

"Tabitha!" He exclaimed, seeing his daughter coming towards him, he quickly gathered her up in his arms, holding her close to him, not wanting to let her go. The female cat, her mother, came towards her, kissing her cheeks.

"We thought we had lost you." She said, her eyes filling with tears as she embraced her daughter.

Everyone was quiet as the family was reunited, letting them have their moment together. Lion-O glanced over at Leanne, who looked back at him. He could see the hurt in her eyes, but she managed to give him a small smile, and he awkwardly returned it.

* * *

><p>"So, what will you do now?" Leanne asked Tabitha as she stood with her parents and Kitsune. As it turns out, her parents had heard about the lizard's attack on Thundera, and prepared escape routes for them and all their people. Some people stayed behind, unfortunately, and were killed when the lizards stormed through the kingdom. For weeks, Tabitha's parents had been hiding out at the borders of their kingdom, hoping that the lizards wouldn't find them. Now they were here, with their daughter they thought they had lost three years ago. Lion-O was back with the twins, having them help him to separate a few rations for Kitsune and Tabitha and her family to use as they headed on their own path while they continued on to the Berbil village. Tygra had taken Cheetara off somewhere private to speak with her, and Panthro was just sitting uselessly in the tank, grumbling to himself and sending the occasional glare at Snarf, who had apparently decided it was Panthro's snack time.<p>

"We will go to Janmasthala, and start over there." Tabitha said, she looked over at Kitsune, "We will find a new life, and we will live it with all that we have with our fellow cats in that city." Leanne smiled.

"I'm glad. Best of luck, Tabby." She said, she shook hands with the cat and her two parents before looking back at Kitsune, "Take care of yourself."

"You know I will." Kitsune replied, "Good luck getting your friend some arms."

"Thanks." Leanne said, she grabbed his hand in a rough friendly way. Lion-O came up to them, holding a bag of food.

"Here," He handed the bag to Tabitha's father, "That should last you until you get to town."

"Thank you, Lion-O." Tabitha's father said, "I hope our paths cross again someday."

"You and me both, sir." Lion-O said, smiling at him. He shook hands with him, and gave the mother a small embrace before they turned and started heading on their way.

Leanne looked up at Lion-O, and he looked back at her. She looked away, biting her lip for a moment, then turned her attention fully to him, "Look, Lion-O… Can we talk about… us?"

"Um… sure." Lion-O said awkwardly, putting his full attention on her.

"I won't lie, it still kind of hurts that we're… like this." She said, "But… um… I've given it some thought, and… You were probably right to… break us up."

"I was?" Lion-O asked, surprised that she was saying that.

"Yes. I mean, your original reasons were… well… you know." She didn't feel comfortable talking about what happened, "But, um… in the long run, this is probably for the best, because I'm going to be leaving at some point, and if I'm with you the whole time… that would just make it harder to go home. But, at the very least, I don't want all this… awkwardness between us. Can we just go back to the way we were before we were together? When we were friends?"

Lion-O was quiet, remembering back before he figured out he was in love with Leanne. "…Yeah. I'd like that." He said, Leanne smiled at him, glad he was willing to be her friend.

"Friends?" She asked, holding out her hand. Lion-O reached out and shook it.

"Friends." He said, smiling at her. They started walking back to the tank, and they saw Tygra was coming back with Cheetara, whose face was slightly red. She approached Leanne and pulled her aside.

"Tygra just told me he loved me." She said quietly, "And he explained everything to me, and… Leanne, I want to apologize. I've been… I've been a bit of…"

"…A bitch?" Leanne offered.

Cheetara was confused, "I'm a cat, not a dog."

Leanne blinked at her a couple of times before bursting out in laughter. Cheetara looked at her oddly, "Sorry, sorry… I just," She snorted in laughter, "That was just too funny. But, um… yeah, you've been a little mean, and I can see where you're coming from and… yeah."

"So… you accept my apology?" Cheetara asked.

"As long as you accept mine." Leanne said, Cheetara smiled.

"Deal." They shook hands and filed into the tank. Cheetara sat down next to the twins, who were animatedly talking about how to improve the way that Kitsune had showed them to pick locks. Snarf was back in the carrier while Tygra was up with Panthro to drive the tank. Leanne sat next to Lion-O and they were quiet as they felt the engine start up and the Thunder Tank took off for the Berbil village.

* * *

><p><strong>HOLY CRAP ON A STICK THIS TOOK FOREVERRRR! I'm sorry this took so long, but I had a lot of drama to write down, and this drama stuff is HARD. But, I hope it's good enough for you guys. I'll be starting on the new episodes now, and hopefully, you can expect more chapters soon.<strong>

**Also, I just wanted to note that this chapter might be a little Mary Sue-ish, and I'm just hoping it's not that bad.**

**The song that Tabitha sang can be found on http: / / www. youtube. com / watch ?v=KbiFSfj_BcA ****Just take out the spaces.**

**I love you all so much, thank you for sticking by me after all this time! ^_^**


	21. New Alliances

20

The kittens cheered as they flew down the canyon, riding on their new hover boards the Berbils had given to them as a gift. They figured it would give them something to do besides chow down on candy fruit and be all hyper. Leanne was with them, acting as something of a baby sitter for them as they all flew down, Leanne the only one able to fly without a hover board.

"_Woo-hoo!_" WilyKit cheered, her voice echoing across the canyon.

"Someone tell me how we ever lived without hover boards." WilyKat said.

"Now you know how I feel." Leanne said as she flew in between the two kittens. She watched as they performed a little loop over where she flew, and she let out a laugh, following them down the canyon. Leanne flew up higher, to an altitude the hover boards weren't able to reach, and she saw something in the distance. Her eyes widened when she saw it was a large, green hovercraft, surrounded by lizard soldiers. She quickly flew back to the kittens, "Guys! There's…" She stopped when they came closer to the soldiers, and the twins stopped their hover boards.

The lizards let out small hisses when they saw them.

"ThunderCats?" One of them said in surprise, seeing them.

"Um… Hi?" WilyKat said, greeting them with a small wave.

"We were just leaving." WilyKit said, and they quickly turned around, and the three of them quickly flew away.

They soon heard the humming of an engine and saw that the lizards were following them down the canyon on their own hovercraft, which had been specially designed for war, equipped with special guns. Leanne used her powers to bring up a few small pieces of the canyon to fire at them, but the rocks didn't do much good to the steel exterior of the hovercraft. They went all the way down to the end of the canyon, where they knew Lion-O, Cheetara, and Tygra were waiting for them.

"Looks like you're trapped." The lizard acting as the captain said to them, showing them his rows of sharp teeth as he grinned.

"Are we _really_?" Leanne asked, she pointed up to where Lion-O stood at the top of the canyon.

He pulled out his sword, lengthening it as he shouted, "ThunderCats! _Ho_!" Lightning flew from the sword, showing the lizards its power and getting ready for battle against them. Immediately, the lizards fired their weapons at him. Lion-O held up his gauntlet, the Spirit Stone shining brightly as he used its power to create something of a powerful barrier to keep the shots from hitting him. Leanne saw this, and she lifted up her hands, and she used her power to make the rocks at the top of the canyon, just above where the lizards hovercraft was, come tumbling down on them. They stopped firing to protect themselves from the rocks, and this gave Lion-O the opportunity he needed to come down the canyon towards them, sword at the ready. The lizards turned the hovercraft towards him and fired a special electric cannon which sent out a powerful beam of lightning towards Lion-O. He held out his sword, making the lightning come to it and not to him and he stood in front of the lizards as the continuous stream of lightning kept going. He carefully angled his sword so the lightning would hit the War Stone, and the red jewel began to glow, shooting out a huge, red blast that hit the hovercraft and knocked it on its side, rendering it useless. Lion-O still stood at the ready, knowing that wasn't the end of it. The lizards came out from the hovercraft, powering up their guns and aiming them at Lion-O. Leanne stepped forward, and raised her hands, conjuring up some wind, and it blew back a few of the guns, but some lizards who had a stronger grip held onto their weapons. Cheetara soon came zooming down from atop the canyon and knocked any remaining weapons out of the soldiers hands. She didn't see the one that had somehow gotten on the ledge above the fight, and he aimed his weapon at her, preparing to fire. He jumped back when another hit suddenly came towards him, knocking him down the canyon. Cheetara looked at where the lizard had been, then looked back at Tygra, smiling at him. He returned it, giving her a single, flirtatious wink as he held up the rifle he had used.

Leanne helped to gather up the lizards they had beaten, and put a small, stone barrier around them, making sure they didn't go anywhere, or try to grab their guns while they weren't looking.

"What are we gonna do with them?" Cheetara asked as she looked over their group of prisoners.

"It's not like we have a dungeon to throw them in or anything." Leanne said, looking over the lizards. A few of the lizards hissed uneasily, knowing what might come next if they didn't throw them in a dungeon.

"We're gonna let them go." Lion-O said, everyone looked at him in surprise.

"Excuse me?" Tygra asked.

"They've fought under Mumm-Ra long enough to know they don't want to live under him." Lion-O said, stepping closer to where the lizards were, "This mission is not just a threat to Cats. If we don't unite against him, we'll fall together before him."

One of the soldiers let out a laugh, "Cats and Lizards united _together_? If that's your plan for victory, you are a fool." Leanne scowled.

"Maybe he is." She said, stepping forward, "But can any of you honestly say that you don't fear Mumm-Ra and his power?" None of the lizards answered, most of them looking away from her as she stepped forward, "You should be glad for this. He's giving you the choice to live on as Lizards for a long time to come, or you can go back to the battlefield, and die the nameless death of a soldier. Your decision."

The lizards began speaking to each other in hushed tones, asking the others what they think they should do. Eventually, the lizard who had spoken up before stood up and looked to his fellow soldiers. "Let's go home." When he said this, Leanne removed the small stone barrier she had made to keep them still, and they walked away. She didn't miss the sight of the small smiles on the reptilian faces, a few of them pleased at the idea of returning home to their loved ones.

Once they were out of earshot, Tygra went up to Lion-O, "You still haven't given up the idea that you can turn the Lizards good just by cutting them a break."

"You saw what happened after we won the Spirit Stone." Lion-O said, "Mass desertions in the Lizard Army! This isn't their war! They don't even know what they're fighting for."

"All I know is what I'm fighting for." Tygra said, turning to Cheetara with a smile.

"That reminds me, thanks for watching my back." Cheetara said, smiling before she gave her 'hero' a kiss on the cheek.

"Well, your… back's real easy to watch." Tygra said.

"Ick." Leanne stuck out her tongue at their cheesiness.

"I think I'm gonna hack up a _hairball_." WilyKat said, looking at the two with a grimace.

Tygra cleared his throat, "Sorry." Leanne rolled her eyes and came over to the two kids.

"Don't be. While you two are a bit… well, cheesy," She said, "We're all happy for you." Tygra smiled at her.

"Thanks." He said, "Glad you feel that way."

"Uh-huh." Leanne pushed the two kittens forward, "I'm gonna go check on Panthro. You guys wanna come with?" The two of them jumped on their hover boards and smiled at her.

"Yeah! If those furry little bears can make these hover boards, I can't _wait_ to see what they do with Panthro's new arms!" WilyKit said excitedly. The two of them flew up higher and flew off. Leanne smiled as she watched them fly away, and then used her powers to fly up with them, heading back to the village.

* * *

><p>"Hold still Ro-Cat-Panthro." Ro-Bear-Bill said as he continued to work on Panthro's arms, "Almost finished."<p>

"You think you can actually put me back together?" Panthro asked him. The bear didn't answer, focusing on his work, letting Panthro say what he needed to say, "Sometimes, I can still feel them. The worst part is when they itch. Nothing there to scratch. Nothing there to scratch _with_."

A few more sparks flew from where Ro-Bear-Bill was working, and looked up when he was done, "Berbils done." Panthro lifted his new arms out from under the tarp, where they had been the entire time the Berbils had been working, and his eyes went wide when he saw that they were little, stubby, furry arms. That were _pink_, of all colors. He lifted them up, moving them around with a horrified expression.

"You call these arms_?_!" He asked them, gritting his teeth.

"Berbil arms." Ro-Bear-Bill said, Panthro glared at the fuzzy things as Leanne walked into the room.

"Hey Panthro, how's it going?" She asked.

Panthro raised up his arms with an angry scowl, "How does it look like it's goin'_?_!" Leanne giggled and hid her smile behind her hand so Panthro wouldn't be too insulted.

"Oh, they're not so bad." She said, her voice quivering and shoulders shaking as she tried to hold in her laughter, "In fact they're actually pretty…" She snorted in laughter, "Cute."

"Are you _trying_ to make me mad_?_!" Panthro growled at her. She let out one more giggle, and stopped.

"Sorry. Good news though. We had another successful ambush. At this rate, Mumm-Ra won't have an army to stop us from finding the next stone." She said.

"Just don't win the war before I have a chance to get a few more licks in." Panthro said.

"Wouldn't dream of it." Leanne said, "Good luck with the new arms." She let out another giggle, and Panthro glared at the pink arms again.

"Can someone _please_ get these…_things_ off of me_?_!" He snarled out. The Berbils were unaffected by his tone and got to work again.

Leanne kept giggling as she walked out of the Berbil operation room and headed outside.

* * *

><p>Lucas leaned against the archway as Slithe walked into Mumm-Ra's 'throne room'. It didn't have a throne in it, but it was certainly the demon's equivalent of it. Slithe had been called to see Mumm-Ra, and since he didn't have anything better to do, the British boy thought it might be interesting to see him get chewed out by his leader.<p>

"A general is only as strong as his army, Slithe." Mumm-Ra said, his voice raspy and hissing, "And _yours_ is an embarrassment. Entire battalions fleeing at the mere _sight_ of the Cats."

"What do they have to be loyal to, Lord Mumm-Ra?" Slithe asked, speaking up for his soldiers, "You've made it clear they are nothing more than minions to you."

"I'm not asking for loyalty!" Mumm-Ra said, "I want warriors who fight not for treasure, but for blood." Lucas looked into the room when he heard this, "Warriors like these." Mumm-Ra raised his hand, and Slithe looked to see a large, white Gorilla and a tall, hairy Jackal, both of them carrying large, heavy-looking weapons appear in the large mirror on the floor of the room.

"Who are they?" Slithe asked.

"Wretched souls, motivated only by base emotions and currently incarcerated for crimes vile, even to me." Mumm-Ra said.

"They must be something, then." Lucas said, Slithe quickly hissed at him, telling him to be quiet.

"Lucas," Mumm-Ra turned his attention to the young man, "Come in. You could be of great use here." Lucas felt a little uneasy at the idea of entering, but did as Mumm-Ra asked and came further in until he stood next to Slithe. He looked at the demon warily. He never liked Mumm-Ra, and the way he used his powers made him incredibly uncomfortable, but he still listened to him, if only to get what he needed. "These two are to be my new generals." Lucas looked back at the two animals. Slithe's eyes widened and he looked up at Mumm-ra.

"New generals?" He repeated, "The Lizard army will never listen to a Monkey and a Jackal man!"

"They will at least see to it that there are consequences for deserting." Mumm-Ra said, glaring at Slithe. "And more importantly, give us the means to recruit the armies of their people."

"Sounds like you're out of the job, Slithe." Lucas said with a smirk. The lizard sent him another hiss to get him to be quiet, sorely tempted to hit the human boy. Lucas looked up at Mumm-Ra, "How are we supposed to get them on your side if they're incarcerated?"

"Free them." Mumm-Ra ordered, "And bring them to me. We will show the ThunderCats this war is only beginning!" Lucas looked back at the two animals in the mirror, then back at Mumm-Ra, "Slithe, you shall go to the Bird Nation, and retrieve Atticus. And Lucas, I shall give you some troops for protection as you go to retrieve Kanar from a prison in the darkest, most dangerous part of the dog territory."

"Sounds like fun." Lucas muttered.

"Now, go!" Mumm-Ra ordered, pointing them out of the room, and after they both bowed to the demon, they left the room.

"I will give you a small battalion for your trip to the prisons." Slithe said.

"Thanks, but I think I'll only need about five or six soldiers." Lucas said, Slithe looked at him in surprise, "I can take care of myself. In case you forgot," He reached up and took hold of his talisman, "I have enough magical strength to power what's _left_ of your army." Slithe gave an irritated hiss.

"Watch your mouth!" Slithe snapped, "Power or no, I am still general of this army!"

"Not for long." Lucas said, he quickened his pace and went to go and gather up the soldiers he would need to help him get Kanar. Slithe glared at his back as he walked away.

* * *

><p>Leanne looked up when the door opened, and Lion-O came inside the small hut she had been given by the Berbils. They had been so happy to see the ThunderCats again that, right away, they started building individual cabins for each of them to use while they worked on Panthro's arms. They had everything they needed, with warm, soft beds, a bathroom, and they had given them all a basket of candy fruit for them to nibble on while they stayed.<p>

"Hey, Lion-O." Leanne greeted him.

"Hey," He returned, "How's Panthro?"

"The bears had to redesign the arms that they originally had in mind." Leanne said with a grin, "The first ones were too pink and fuzzy."

"You're kidding." Lion-O said, a grin coming on his own face, Leanne shook her head, giggling a little at the memory of Panthro's Berbil arms.

"Nope! It was the funniest looking thing! I wish you could have seen it." She and Lion-O shared a small laugh, that quickly turned into an awkward silence. She didn't meet his eyes, "So… How are the ambushes coming along?"

"So far, so good." Lion-O said.

"That's good…" Leanne said, she looked away, wondering what else there was to talk about.

"You like your cabin?" Lion-O asked, the question sounding a little forced.

"Yeah, I like it." Leanne said, "It's very… cozy. Reminds me of home."

Once more the awkward silence settled between them. Neither could really meet the other's eyes, and they weren't sure what to say to the other. Leanne's fingers couldn't stop fiddling with themselves, and Lion-O felt the great urge to start tapping his foot.

"Is there… something you needed me for?" Leanne asked him.

"No, not really…" Lion-O said, "Just… wanted to check on you. And the, uh, kittens… they wanted you to come back so we could keep an eye out for anymore lizards."

"Okay, then I'll come right over." Leanne said, walking over to Lion-O and leaving the doorway. He followed her, going back with her to the canyon. He noticed she had a book tucked underneath her arm.

"What's that?" He asked, pointing to it. Leanne looked down at the book, then back at him.

"It's my Nana's diary." She said, "Hopefully, I'll be able to figure out what her 'reason' was that she came here, and maybe use that same reason to go home."

"Oh… So, you're working on that, huh?" Lion-O said, a trace of sadness laced in his voice.

"Been working on it." Leanne said, not noticing it, "I've been reading up on it for the past few days. It's really interesting to see all that my Nana thought about after she left Third Earth. About zoos and pets and junk. She likes talking about my mom though, but," She let out a small laugh, "Then again, what mother doesn't like talking about her child?"

Lion-O didn't reply.

"By the way, Lion-O," Leanne said, "It just occurred to me that, in the entire time I've known you, you've never once talked about your mom." Lion-O stiffened at the mention, "What's she like?"

"I… don't know." Lion-O said, Leanne looked at him oddly.

"You don't know?" She asked him.

"My mother died during my childbirth." Lion-O said quickly, "I never had the chance to get to know her." Leanne stopped.

"I'm… I'm sorry, I didn't know…" She said quietly, suddenly wishing she had kept her mouth shut.

"It's okay." Lion-O said.

The rest of their trip was silent, both of them unable to speak to the other.

* * *

><p>High up in the mountain tops of Third Earth, where there was enough moisture in the clouds for trees to grow at the top of the peaks, and from those trees, homes had been made for the only people that wanted to live in a place so high from the world. The Birds of Third Earth.<p>

A large group of the birds had gathered around one particular area where a large, white gorilla had been tied upside down on a long branch.

"For your crimes against the Bird Nation," The leader of the birds said, "You are hereby sentenced to death."

"Don't I at least get a last meal?" The gorilla asked as he dangled in the air.

The leader thought for a moment, then said, "It _is_ the custom…"

Atticus smiled, "Good, because you are looking quite tasty!" He let out a small roar, and the leader shook his head.

"I'm afraid Atticus that today, _you_ are at the bottom of the food chain." He said, looking at him in disgust.

"Then you'd better make sure this drop is high enough to kill me!" The gorilla growled.

"The only way you'll survive is if you suddenly grow wings." The leader said, he gestured to another one of the birds, who had a hood over his head, and he flew up towards the rope where Atticus dangled. After a moment, he swung a clawed foot across the rope and cut it. Atticus yelled as he quickly began to fall beneath the clouds the earth below. The birds watched the cliff, waiting to hear the resounding 'thud' that would come when he hit the earth, but it never came. Instead, they heard a low humming and saw Atticus coming back up through the clouds on a lizard hovercraft, with two others flanking it. He smiled at the birds.

"It seems I've been given a last minute reprieve." He said smugly. The birds looked at him and the lizards in fear as they charged up their weapons. Slithe took a sharpened axe and cut through the ropes that bound Atticus.

"You owe your life to Lord Mumm-Ra, barbarian!" Slithe hissed at him in disgust, having just learned of _what_ he was being put to death for, "Join us! Or I will push you off this platform _myself_."

"Fine." Atticus said, he turned back to the birds, "But first," He grinned maliciously, "I'm owed a meal." The leader began to shake and tremble in fear at the horrifying look of hunger on his face. Atticus banged his large fists against the metal of the platform before jumping up and going after the birds, who all squawked and began to fly away. Slithe watched with a passive expression as Atticus managed to catch one, and began to take what he was owed.

* * *

><p>Ro-Bear-Bill began tightening up one of the bolts on Panthro's arms, with designs that he had approved of.<p>

"Ro-Bear-Bill make adjustments to new arms." He said as he worked on it.

"The only adjustment _I_ care about is making sure they don't look completely ridiculous!" Panthro snapped, still a little peeved that they had given pink Berbil arms.

Ro-Bear-Bill twisted the bolt a few more times, then looked up at Panthro, apparently finished and waiting for his approval. Panthro stood up, and lifted up his arms, looking at the newly clawed hand, smiling at how intimidating it looked. He moved the fingers around a bit before turning it into a fist.

"Hmm, not too bad." He said, punching the air a couple of times. Suddenly, the wrist began to rotate rapidly, and Panthro soon found that he was punching himself. The Berbils jumped back as his arms began to move out of his control, swinging around the room at high speeds, "By the Great Sky Cat's Claws, make it stop!" He punched himself again before his hands reached up high and moved around towards the sides of the room, "Turn them _off_!" He punched his chin, and his body had to move to keep up his balance as they kept swerving through the room.

"Further adjustments required." Ro-Bear-Bill said, shaking his head as he watched the two new arms.

* * *

><p>In the deepest, darkest corner of the dog territory a storm raged as it moved over the highest security prison they had. Travelling down an elevator with two, huge dog guards flanking his sides, and trapped and wrapped up completely against a tall board made for the transport of dangerous prisoners, was Kanar, being taken down to the lowest level of the prison, which was used for only one thing.<p>

"Solitary confinement…" He muttered, knowing that if he had the ability to shake his head, he would, "But I _said_ I was sorry!" The two dog guards didn't reply, "I mean, when you think about it, you should really be _thanking_ me." He smiled maniacally, "You got eleven less prisoners to worry about." He let out a maniacal laugh as the two guards continued to wheel him forward. He still kept that insane grin on his face as he sighed and said, "At least I'll have the voices in my head to talk to." He saw one of the guards looking at him in horror, afraid of just what went on in that head.

The two guards approached the cell, and they both went over to it to help it open up. The door slid open with a soft hiss, and they turned back to Kanar to push him inside, when they were suddenly knocked down by a large barrage of plasma shots that came from guns hidden inside the darkness of solitary confinement. Kanar looked at the darkness with wide eyes and a wicked smile.

"House guests?" He called quietly into the dark. He watched as the form of young Lucas emerged from the dark, giving the Jackal a smile.

"Hello, Kanar." He greeted, "Mumm-Ra tells me that you're a vicious, reckless, blood thirsty—"

"Did he say 'handsome'?" Kanar cut him off.

"I don't really think your good looks were on his mind at the moment." Lucas said, "But he said that we of the Lizard army could really use someone like you." Kanar raised a brow, intrigued by the option.

"What can you give _me_?" He asked Lucas.

"Well, we can get you out of this prison for one thing." Lucas said, "And you can have the freedom to—"

"Actually, I'm quite _comfortable_ right here." Kanar snapped, apparently no longer interested in his offer.

"Alright then," Lucas stepped forward, pulling out an old, slightly broken crest of the ThunderCats from his hoodie pocket, "What about Cats?" He saw how the Jackal's eyes lit up at the sight of it.

"_Ooh_… Now, I _like_ Cats…" He said, "Okay, I'll join. Now get me out of here." Lucas smiled and raised up his hand, his eyes flashing a bright green, and waving his hand sideways. The chains and metal bars that kept Kanar confined suddenly came off, and he stepped free from the carrier. He stood up, grinning insanely as he turned to Lucas and asked, "Do you mind if I say goodbye… to some _pals_?"

"Um… sure?" Lucas asked, unsure of what to make of the jackal's maniacal grin. The jackal looked back to the guards, and began laughing in insane glee as he came towards them. Lucas, seeing what he was about to do, closed his eyes and looked away, his stomach churning as he heard the whimpers, and cries of the dog guards as Kanar began to attack them. When he heard the sick ripping of flesh being torn from flesh, his stomach couldn't take it, and he bent over, vomiting. By the time he was finished with his sickness, Kanar had finished his 'goodbyes'. Lucas didn't dare look at the remains as they walked away from the area, heading back to base where Slithe and Mumm-Ra waited for their return.

* * *

><p>It was dark that night, the Cats still keeping an eye out for any lizard soldiers. Lion-O had borrowed Panthro's mechanical scope to get a better look into the darkness. He saw a large group of something, and saw familiar faced lizards leading the way in front of another hovercraft, all of their expressions solemn and shoulders slumped.<p>

"Those are the same lizards we convinced to desert earlier." Lion-O said, putting the scope down.

"Must have been captured by their own army." Tygra said, he shrugged his shoulders, "Tough break." Lion-O shot him a dirty look.

"You don't want to help them?" He asked.

"Whether they're deserters or prisoners," Tygra began, "They're not our problem anymore."

"You don't understand." Lion-O said, "If we don't stand by them, they'll stand by Mumm-Ra!"

"Tygra has a point." Leanne said, "Getting them to desert and everything was a nice thought, but who knows if it'll help us in the long run? It's too risky to save soldiers who could turn on us tomorrow. I say we leave them be."

"Whatever gets you home the quickest, huh?" Lion-O muttered. Leanne looked at him with wide eyes, shocked that he would say that.

"Lion-O, you know that's not what this is about!" She snapped.

"You're right, it's about their army being on the verge of collapse and not letting up the pressure!" Lion-O stood up and looked to the kittens, pointing them in the direction of the village, "You two should go back to the Berbil village. They're right about this being dangerous." The two kittens let out groans of disapproval but did as he asked, heading out to the village. Once they had turned the corner, Lion-O began heading down the cliff side. The other three all stood up and went to the edge.

"Lion-O, wait!" Cheetara called to him, "We have to stick together!"

Lion-O stopped and looked back at them, his eyes resting on Leanne the longest. His eyes narrowed slightly and he said, "I'll do this alone!" and he continued on.

Leanne stomped her foot in frustration, "_Ooh_! That idiot!"

Lion-O continued onwards, stopping in front of the soldier procession, pulling out his sword. On the hovercraft rested Slithe, and at the front of the hovercraft with his back to Lion-O was Lucas, resting casually against the hovercraft's weapon. When Lion-O appeared before them, Slithe stopped the hovercraft and Lucas's head popped up.

"Why've we stopped?" He asked, he stood up and turned around, he smirked when he saw Lion-O, "Well, if it isn't the _king_ of the kitty cats."

"I always knew you weren't so bright, Slithe," Lion-O said with a smirk, "But you seem to have forgotten who you're fighting against."

"I haven't forgotten." Slithe said, not noticing how Lucas looked around the area with displeased green eyes when he saw Leanne wasn't there, "It's just that I find that these cowards are even worse than Cats. What kind of soldier abandons his post_?_!" The soldiers flinched at the tone of his voice.

"Lucky for us, Mumm-Ra's new generals are here to take care of the deserters." Lucas said, he looked up and watched as Kanar and Atticus came down and landed in front of him, bearing their fangs as well as their weapons, "Meet Kanar and Atticus. Boys, meet the Lord of the ThunderCats." The two animals bore terrifying grins on their faces.

Lion-O glanced at the two of them, gaging their appearances before speaking, "New generals, Slithe? Does that mean Mumm-Ra finally figured out you can't handle the job?"

Lucas let a small laugh escape his lips, and Slithe shot him a glare to get him to shut up before he glared at Lion-O, "They're only here to make an example of these deserters!"

"It'll be an example of what happens when an _axe_ meets a _neck_!" Kanar said with his signature maniacal grin.

"The lizard army will understand there are consequences for betraying Mumm-Ra!" Atticus said.

"I can't let that happen." Lion-O said, gripping the hilt of the Sword of Omens a little tighter.

"That's quite noble, considering _you're_ the reason they're in this position!" Slithe said, jumping out of the hovercraft, Lucas jumping down beside him. The three animals all held a weapon in their hands, and Lucas went without, but Lion-O could spy the small talisman on his neck glowing slightly, as well as the iris of his eyes.

"I hardly think four against one is fair." Lucas said, grasping the talisman in his hands.

They jumped back when four leaf-shaped shuriken pierced the ground in front of their feet. They looked up for the source and saw Cheetara expertly spinning her staff, branches extending from it. She put her staff down, the branches sinking back into the staff.

"Do we even the odds?" She shouted down at them.

Tygra and Leanne appeared on separate cliffs.

"Did you really think we'd let you do this alone?" Tygra shouted down at him. Lucas's eyes lit up when he saw Leanne. They all jumped down from the cliffs to fight their own enemy. Tygra went for Kanar, and Cheetara went for Atticus. Leanne flew down in front of Lucas.

"Hello, Leanne." He greeted, his talisman glowing brighter.

"Lucas." Leanne returned, engulfing her hands in flames.

"You gonna be a good girl for me this time?" Lucas asked.

"Yeah right." Leanne scoffed. She ran at him, and Lucas grinned at the sight of it. Leanne let out a huge pillar of flames from her fingers, and Lucas raised his hand up, as one might do to signal 'stop' and the flames seemed to hit something in front of him, and travel harmlessly around him. Leanne stopped and ran straight towards him, figuring a good punch to the face would be enough to subdue him. Lucas held up his arms in a fighting stance in preparation, and he blocked her first punch, and pushed her back with his powers when she was about hit him again with a flaming fist. Her feet skid against the ground, which quickly came back with the rising of her hands, and small boulders began firing off at Lucas. He held up his hands and used his abilities to block each one, turning it to dust. When he had gotten rid of the last one, he was surprised when he saw Leanne was coming straight for him, hand outstretched for the talisman around his neck. He quickly jumped back from her, looking at her with wide eyes.

"I figure if my necklace is a catalyst for my power," Leanne began, "Yours must do something for _your_ power." Lucas looked surprised at her conclusion, but soon smirked.

"Smart girl." He praised, "I like my opponents on the intelligent side." He got in a more fight-ready stance and ran at her, and she brought up a few more rocks, preparing for another attack. Again, he blocked them with his powers, and when he thought she was going to charge at him, she jumped up and went over him. She reached for the string that the talisman hung on around his neck, but missed, and her fingers ended up grazing his skin. Suddenly, her sight became filled with a vision.

* * *

><p>Lucas went through a door to a bedroom where a little girl with long wavy blonde hair was laying down in a bed, wearing a long-sleeved lacy nightgown with a little pink bow on the collar. She turned to him, her emerald green eyes lighting up and she gave him a precious smile.<p>

"Lucas!" She greeted happily, she had an English accent like Lucas.

"Hello, Elizabeth." Lucas returned, he held up a small bouquet of daisies, "I got you something." The little girl, named Elizabeth, gasped happily.

"They're so pretty!" She said happily, taking the bouquet in her small hands. She leaned in to sniff them, and she smiled again, "They smell wonderful. I'll make sure they're put in some water." Around her neck was a talisman similar to Lucas's, only it was a deep lavender, not green, and it was significantly smaller. "Did Uncle Edward let you visit again?"

"Yes he did." Lucas said, he pulled up a chair next to her bed, "How've you been feeling?"

"Better." Elizabeth said with a smile, "Mummy says that I might be able to go outside again soon."

"That's very good." Lucas said, smiling at the girl.

* * *

><p>And just like that, the vision was gone, and Leanne was in the air, her fingers no longer grazing Lucas's neck. She had no time to regain her senses and fell on her stomach. She let out a groan of pain, and tried to get back on her feet, but soon found that her arms were being held behind her back, and an arm went around her neck. She felt herself being pulled up and saw that Lucas had made her his captive.<p>

"Now that's a good girl." Lucas said in her ear. She grunted as she tried to move away, but he held her tight. She looked to see she wasn't the only captive. Tygra had been tied up with his own whip and was Kanar's hostage. She saw that Cheetara and Lion-O were still fighting their own enemies, but Lion-O was quickly becoming exhausted, as was Cheetara.

"Look around, Lion-O!" Slithe said, Lion-O looked up to see Leanne and Tygra. Kanar held his axe at the back of Tygra's neck.

"Surrender, or we'll kill 'em!" He threatened.

"I believe it's _your_ turn to surrender now." Slithe hissed out.

Lion-O's eyes lingered on Leanne for a moment, before turning back to Slithe, holding on tightly to his sword, "Never! There's still two of us!" The sound of wood against stone caught Lion-O's attention and he looked back to see Cheetara had tossed her staff down, "Cheetara, what are you doing? I thought we had to stick together!"

"I have to stick with him." Cheetara said, gesturing to where Tygra was. He looked up and gave her a small smile of gratitude.

Slithe brought his gun down on Lion-O's head, putting him on the ground. Atticus grabbed Cheetara, keeping her hostage in his huge arms. Slithe held up his gun and looked at the two new generals.

"Kill them in whatever manner amuses you!" He said to them.

"_Oooooh_! The _possibilities_…!" Kanar said with insane glee.

Lucas grinned and grabbed at the Jewel of Omens around Leanne's neck, "Now _this_ is an opportunity I've been waiting for." A strange light came from Lucas's fingers, a strange, wispy tentacle travelling around the chain and around her neck. Leanne's mouth opened in a silent scream as she felt it make contact with her skin. It felt as though it had gone underneath her skin and was crawling around in her insides. She could feel it wrapping around… something. She wasn't entirely sure what it was, but she was pretty sure it was very important to her wellbeing. It felt as though it had grabbed onto a piece of it and was pulling it out bit by bit in a very slow process that hurt like hell. Now she really did let out a scream and her body begged her to move, to get away from this pain, but she couldn't.

The others looked over at her when they heard her cry and Kanar gave Lucas a grin, "I _like_ that way!"

"Don't break my concentration." Lucas snapped as he kept his hand on Leanne, who was trying to move away from him, but it was becoming slowly harder and harder for her to do. His eyes were glowing green, and Leanne's were glowing white. Lion-O looked at her form in horror.

Suddenly, the large explosion of a rocket went off. The resounding shockwave was enough to get Cheetara out of Atticus's grasp, get Kanar's attention away from Tygra, and broke Lucas's concentration. Leanne fell to the ground once he released her, the green, wispy light disappearing. He was about to let out an angry curse when another rocket shot down near them.

"Take cover!" Slithe shouted, carrying his weapon over his head to try and protect himself. The others followed suit, Lucas with an angry glare at Leanne, that she managed to return from her exhausted state on the ground as he ran off. After freeing Tygra from his bindings, the pair went over to where their two friends were, Cheetara heading towards Leanne, helping her up as Tygra went to Lion-O, who knelt on the ground, his head hung in shame. They all looked up as they watched a newly improved and upgraded Thunder Tank come plowing through the rocky cliff side. It rolled to a stop in front of them as well as the four villains. Panthro opened up the top of the tank and stepped out, holding up his two new mechanical arms. There was a hiss, and air was expelled from them as the arms suddenly turned into long, flying fists that gave a good, hard punch to all four of their opponents. His arms retracted back into their original state and he looked back at the others.

"We'll get plenty more chances to tangle with these beasts, now get in!" He shouted at them. They all did so as quickly as they could. The tank quickly closed and roared off away from Slithe and the others, leaving a huge wave of dust to blind them as they escaped.

Once they were safe inside the tank, they saw that some of the Berbils were driving the tank, which explained how it had been functioning without Panthro inside it. Lion-O slumped his shoulders, hanging his head.

"They defeated us…" He said bleakly. Panthro came over to him and clapped his new arm on Lion-O's shoulders.

"Don't get so down, kid." He said, "You only lost a battle, not the war."

"But these new generals… their army will be stronger than ever." Lion-O said.

"We'll get through this." Panthro assured him, "We just have to stick together."

Lion-O didn't reply. He looked up, fire and determination shining in his eyes. He looked back to see how badly hurt the others were, which didn't seem to be any more than a few minor bruises and cuts. He looked back at Leanne, and saw how she kept rubbing at her neck at the place where Lucas's hand had been.

"You okay?" He asked her, she looked up at him, her hand still on her neck.

"Yeah… I'm fine." She said, "Why do you ask?" Lion-O mirrored what she was doing with her hand, and she stopped, "It's nothing."

"What did he do?" Lion-O asked, coming over to her.

"I'm… not entirely sure myself, actually." Leanne said, "But I'm sure it's nothing." She didn't want to tell Lion-O about the strange vision she had seen when she touched him. Though it sent her mind reeling with questions as they drove onwards. Who was that girl? What had happened to her? And just why did Lucas care about her?

* * *

><p><strong>Wow, chapter 20. I never thought I'd get this far. To mark this momentous occasion, I've set up a poll on my profile about a future chapter, please go and vote!<strong>


	22. Leanne's Past

21

Lion-O stretched his arms up high and smiled as he felt the sun warming his fur. He looked around the area, and looked at the glittering water of the nearby river. They had decided to make a quick stop before continuing onward to look for the next stone. He walked over to the river bank, kneeling down and splashing his face with the cool water. It was a very refreshing feeling. He heard laughter and looked to see WilyKat and Kit headed for the river, jumping into the knee-high water. It was a warm day, so no one really objected to the twins' playful behavior. Even if they had, the twins still would have jumped in the river to play.

Leanne walked out next, Cheetara and Tygra just behind her, their hands entwined. Panthro stepped out to survey any damage the tank had sustained in their small trip. And, according to Panthro, 'damage' was a small scratch on the underside of the tank's metal exterior, which could take plenty of scratches. Leanne went down to the water, a few feet away from Lion-O and lifted up her hands, watching as the water moved with it. She smiled and moved the water into a container, adding on to the water that she had stored from various stops in their journey. She looked up, happening to meet Lion-O's gaze, and quickly looked away, shifting uncomfortably on her feet. Lion-O looked away, focusing back on the water and put his container for water in the river, letting it fill up.

When it was full, he got up and took a look around them. The area they were in was heavily forested, a place that could easily hide them from their enemies. His eyes happened to look over at Leanne again, who had made herself comfortable with Cheetara, chatting with her about something while Tygra was getting some water for himself and his new girl. Lion-O had to admit, he was a bit jealous of his brother. He could trust Cheetara, and Lion-O wasn't entirely sure if he could still trust Leanne. He missed the moments he had with her, those subtle little moments when they would just sit together, holding hands. He wished he had never seen any of it. He wished he had never seen Leanne and Tygra kissing. If he hadn't, they might still have those little moments.

He shook his head of the depressing thoughts and went back to the Thunder Tank, planning on going to the Book of Omens to find where the next stone was. When he walked in he saw that, other than a sleeping Snarf, he was all alone inside. As he headed to the front of the tank to get the coordinates for the Book, his mind once again turned to Leanne. He began to think about what he knew about her, and he realized he didn't know that much about her. He knew about parts of her past, like the reason she had that cross-shaped scar on her back, and he knew she didn't get along well with her mother, but not much otherwise. What was her world like? And the people in it? She had only told him about various pieces of technology from her world, she didn't tell him much else. Then again, the technology was all he wanted to know about at the time.

He reached out for the book, and was suddenly zapped by it. He didn't make any noise other than collapsing back into the passenger's seat of the tank. Long, light blue tendrils came from the book, and reached out for Lion-O, pulling out a manifestation of his soul, and bringing it into the book.

* * *

><p>Lion-O was sucked in, and he looked around, recognizing his surroundings from when he first accessed the Book of Omens. Large oceans and streams of computer data surrounded him, one particular clump of it broke off from the stream and came over to him, changing its form into that of Jaga.<p>

"You have more questions." Jaga stated.

"Yeah, I do." Lion-O said, "I want to know more about Leanne. And not just her, but her home, her life, her world. I want to know more about it."

"There is more to it than that." Jaga said, Lion-O was silent, because he was stunned by Jaga's great insight to know that, but also because he was hesitant to say it.

"…Leanne is very important to me." Lion-O said, "I want to know how she went through her whole life not knowing who she was, or who her family was." Jaga nodded.

"The answers you seek lie in the Book." He said, "But to truly understand it, you must watch as her life plays before you."

"You're not going to make me re-live it?" Lion-O asked in surprise. Jaga shook his head.

"No, for there is no form in Leanne's world that would be compatible for your soul to manifest in." Jaga raised his staff and brought it down, small sparks coming from it, and waves of data suddenly turned into a tunnel that sucked Lion-O in. At first he couldn't see anything other than the data, and then there was a blinding light. Lion-O shielded his eyes from it, and when he opened them, he saw that he was standing in a very strange environment. The roads were paved with stone, nothing near like the cobblestone that was used to pave his streets. This material was smoother, and more spread out, like someone had turned rocks to paste and painted them along the streets. In front of him was a large, rectangular building that had many large windows. A sign at the top read 'George Washington High School' in big, silver letters. Lion-O heard a bell ringing, and the front doors of the building were pushed open by scores of young humans. His eyes widened at the sight of the sheer number of them. All of them wore a style of clothing he had never seen, but they were all moving so fast from him that he couldn't see what they were.

Then he heard it. That laughter. That unmistakable laughter, the one he had known since she had arrived. He looked and saw Leanne, her dark hair resting on either side of her face. She was walking with three others, two boys and a girl. They all carried large bags on their backs, and were all dressed in different styles of clothing. The tallest one of them was a boy with long auburn hair that went down to the nape of his neck, his lower lip was pierced with a stud and the color he seemed to like the most was black, or a dark blue. He had a bit of stubble on his chin, and, as a result of his height, he was quite gangly, and a little sickly looking. The other boy, about Leanne's height, wore an odd woolen hat on his head, which Lion-O found strange because the weather around him was perfectly fine and warm. His pants were very baggy and loose, and on his shirt was a picture of a yellow smiley face with a bloody hole in its head. Lion-O figured it was a symbol for something he didn't understand. Finally, the third girl was the tiniest of all of them, just a couple inches shorter than Leanne. She wore a bright green tank top and cargo capris. Her ears had large gages in them, as well as three piercings in the cartilage of each. Her hair was long, and a multitude of different colors that were layered on top of one another. The top was a bright, bleached blonde, underneath that was a fiery auburn red, beneath that was a deep black, and beneath that, a vibrant purple shade.

"So, Lee, you comin' to run with us later?" The one wearing a hat asked.

"Yeah, totally." Leanne said, "I just got to do my homework first." She hefted the bag on her shoulder when she said this.

The multi-colored hair girl let out a groan, "I _hate_ homework! It's so, like …_ugh_! You know?"

"Yes, Tracy, we all know of your hatred for homework." The tall one said, sounding like he was getting tired of hearing it from her.

"No. Like, y'all don't even _know_. Y'all are a year behind me, you don't get it." Tracy said with a pout, "Like, Mr. Tanners gives out a effin' truckload of history homework. And Mrs. Beasley? Like, don't even get me _started_ on her." She glared at the bag on her back while the others rolled their eyes. "My backpack weighs, like, two tons, I swear to God."

"Yeah, I'm not looking forward to senior-grade homework." Leanne said, "But at least we're juniors, and we don't have to deal with that crap yet." She looked up at the tallest one, "And you won't have to deal with it for two."

"Yeah, you're one lucky bastard, David." The hat boy said. David gave them all a smug grin. "But you better watch your ass, 'cuz if you get sucky grades, it's gonna screw your GPA and then you're gonna be all 'Aw, s**t!' when you get to senior year."

"Yeah, like Tracy totally did, like, _her_ sophomore year!" Leanne said, imitating the way her friend spoke, earning laughs from the boys and a scowl from Tracy.

"Okay, I know you guys think the way I talk is annoying, but, like, I am who I am!" She declared proudly.

"We _know_." The three of them said at once.

"Jinx!" The boy in the hat said, "Y'all owe me a coke." He pointed at Leanne and David, who let out groans and fished for something in their pockets.

"Dang it, Connor." David said as he pulled out a green piece of paper and handed it to him, "I was gonna use that for tomorrow at lunch."

"Hey, not my problem." Connor said, collecting the single bills from both of them. "So, for real, Lee," She looked at him, "We gonna meet up at the liquor store and start there. You cool with that?"

"Yeah, sure." Leanne said, the four of them came to the edge of the walkway. A loud horn honked and David flinched.

"That'd be my sister." He said, he started walking down the street, "I'll see you guys later." He waved goodbye, and everyone did the same before going their separate ways. Leanne went over to a plain-looking bicycle and unlocked it from the rack it was chained to. She mounted it and began to ride off. Lion-O moved behind her as she rode towards her home. The entire environment of her world fascinated him. While he could see some small similarities in architecture between the homes she passed and the ones he had seen in Thundera, the differences between them almost erased the similarities altogether. The houses were taller, looking a bit sturdier than those that had been in the slums. They were made with brick, with incredibly straight windows and chimneys. Just outside the homes were high poles that were responsible for keeping strange, thick black wires raised above them. He wondered what they were for, and why they didn't have them in Thundera, and would have asked Leanne, but she couldn't hear him. He went closer to her and tried to put his hand on her shoulder, only for his fingers to go right through her skin without her even noticing. In this world he was completely invisible to everyone.

He kept close to Leanne, not really thinking about how he was just floating beside her as she kept riding down the road. She smiled and lifted her legs up as she began to go down a small hill, letting out a "Woo!" in joy until she began to pedal again. She pulled into a neighborhood, Lion-O wasn't able to read the sign at the entrance of it because Leanne was moving too fast, but she rode on, coming into a part of the neighborhood where all the houses and all the properties looked almost exactly the same, except for some minor differences in lawn care, or whether or not the porches on the front of the house held furniture, or hung some wind chimes. The house Leanne pulled up to was no different from the others, a simple, two story home with a white front door and one window on each floor that looked out onto the street in front of the house.

She hopped off her bike and walked it into an open garage that stored what Leanne had told him was called a 'car,' where she parked it next to some old and dusty beach toys that looked like they hadn't been touched in years. She went through a door in the garage to the inside of the house, kicking off her shoes, not bothering to do anything about them as they flew into the middle of the floor. Lion-O looked with wide eyes as a little, black, four-legged furry creature that reminded him of Snarf, but was definitely _not_ Snarf, came up to her, mewing and rubbing its body against her leg. Leanne smiled and bent down to pet the… he couldn't believe it, but there was no other word to describe the creature, cat. It was a cat. It suddenly struck Lion-O the vast differences between her world and his. Cats here weren't cats like him, they were common house pets. It was difficult for him to view someone of his species on the same level as a pet, but he would be able to look past it while he was here… he hoped.

"Hey Slugger." She greeted the cat, who meowed at the sound of her voice. She scratched under his chin and he purred contently. When she heard the sound of footsteps, she stood up and greeted the person who Lion-O could only assume was her mother. He could see the similarities between the two of them. She just looked like an older, taller Leanne with a different nose.

"Hey." She greeted Leanne as she walked past her.

"Hi Mom." Leanne returned, she knelt back down and picked up her cat, cradling him in her arms, "You are just too cute!" The cat meowed at her.

"Oh don't hold him, you know he hates it." Her mother scolded. Leanne turned around, pouting.

"I know that." She said, putting the cat down, "Is it so wrong of me to have a little pleasure and hold the cat?"

Her mother only replied with a roll of the eyes.

The cat walked over to her mother and rubbed up against her legs as she went into the kitchen, getting some water from a strange metal cabinet Lion-O had never seen before.

"Hey mom, a couple friends invited me out tonight." Leanne said, trying to be smooth with her lie.

"Where are you going?" Her mother asked as she pulled a few things out of other cabinets.

"…Um, we're gonna go to the gym, and then just hang out for a little bit." Leanne lied, pretending to busy herself with her backpack.

"No."

Leanne's head shot up, "Why not_?_!"

"Because your friends worry me." Her mother said, "What with the way they act, and how they're always skipping classes…"

"But—!"

"That's final." Her mother said. Leanne set her jaw and glared at her mother, angrily shouldering her backpack.

"_Ugh!_ You never let me do _anything_!" She growled as she quickly dashed up the stairs. Lion-O didn't follow her, he looked back at her mother as she sighed and sat down at the table. The cat Leanne had called Slugger jumped up and sat in front of her. Leanne's mother reached up and scratched a spot on his head.

"Just what am I going to do with that girl…?" She asked quietly.

"You could always follow my suggestion and ground her for life." The cat said, Lion-O looked at it with wide eyes. Hadn't Leanne said that cats in her world don't talk?

"It's not that simple." Leanne's mother sighed, leaning back in her chair, "That girl has always been a handful. It was one thing suppressing those magic bursts as a child, now I have to deal with her teenage drama. I'm tired of her going out and risking getting caught again. I know she does that free-running, but _every_ time she does it…" She sighed again.

"You can't blame her." The cat said, taking a couple steps off the counter, Lion-O watched as the dark furred cat suddenly turned into a dark skinned man with bright yellow eyes, and messy black hair. He was dressed in a pair of dark blue pants, and no shirt, letting Lion-O see the tattoo that rested on his chest that looked eerily similar to the crest of the ThunderCats. "She's a Redoric. Magic is in her blood, and when she can't get that, I imagine free running is a good substitute."

Leanne's mother let out a snort of laughter, "Since when did you go shirtless, Sluga?" The man looked at his appearance, then back at her.

"What? Summer's fast approaching, so I figured I might as well get ready for it." The man, apparently named Sluga, said with a shrug. He snapped his fingers and a black shadow came around him and turned into a black, sleeveless shirt, "Not like you're much better Marissa. Breaking out the bathing suits before the first day of summer?"

"Never hurts to be prepared." Marissa replied, she let out another snort, "But at least I'm not as egotistical as you."

"Hey, ladies love the tall, dark, and mysterious man." Sluga replied as he came over to Marissa, "But, look, about Leanne… it was a bad idea from the beginning."

"Oh, not this again." Marissa said, "You saw what happened the first time she used magic! Our neighbors caught her, and… well, you know. There's no way I could let her use magic again. Even if that spell was unintentional, I can't… I don't want to lose her again." Sluga sighed and leaned against the table, looking at Marissa.

"I know you're worried about her." He said, "It's a mother's job to worry about her children, as your mother worried about you. I mean, you can't imagine what she was like, wondering if you would come out half-cat or not. With those cute little ears and a nice, long tail like your daddy." Suddenly, a pair of black cat ears appeared on top of Sluga's head, and a long black tail formed from behind him. Marissa spared a small smile to him, "But Leanne is almost eighteen. You've suppressed her abilities for so long, she won't be able to use them."

"That's just what I want." Marissa said, "Leanne is a normal teenage girl. I don't want her to ever know the truth about our family. She needs to be normal." Sluga sighed again.

"Mari, I've served the Redorics for over a hundred years, and in all that time, never once has one of the family been pleased when suppressing their powers. I remember, your grandmother wanted to suppress your Uncle Jonathon's abilities because she was afraid that the same thing that happened to Leanne would happen to him. You know what he did instead of magic? He started flying planes, and not just crop dusters, but planes for the American soldiers in World War II, of his own free will. He volunteered himself, he wasn't drafted like the others." Lion-O's eyes were wide as Sluga spoke. Leanne's world had had a _world war_? And _two_ of them_?_! "That's why she didn't hold back on teaching your mother about magic. She didn't want her to invest her life in something dangerous like that. I'm telling you now, if Leanne never knows about her abilities, it can only get worse. You have to teach her."

"No." Marissa vehemently replied, "My daughter isn't like my uncle. She hates the idea of being a soldier. She won't do anything like that. She will live a regular _human_ life, and that's all I want for her."

Sluga sighed once again, "And you wonder where Leanne gets her stubbornness from…"

Lion-O looked back at Leanne's room and went up the stairs, travelling upwards, his feet not making any impression on the carpeted floor, and not making a sound as he travelled up to her room. He went through her door to see her shouldering a small backpack, talking into a small device of some kind.

"No… No, look, I'll be there, okay? Don't worry about it." Leanne said, "I don't care what my mom says, I'm going." She took a jacket and zipped it up, "Now, are we meeting out back, or in front of the liquor store? …No, don't worry about it! Look, I'm just gonna sneak out and meet you there. Out front or out back? …Okay… No, I'll just do my homework when I get back home—…No, my mom is just being dumb. Look, if she hears this, she'll flip. I'll call you when I get there." She pressed a button on the device and went over to her bedroom window. She opened it up and crawled up onto the window sill, and jumped out, grabbing onto the branch of a tree growing in front of the house and jumping down onto the ground, landing in a crouch. She made sure that she wasn't seen from the window where her mother was. She made her way to the garage and grabbed her bike and rode away from the house. Lion-O followed her and chanced a glance back at the house to see Leanne's mother was watching her leave from the window with a solemn expression on her face.

Is this the relationship Leanne had with her mother? It wasn't at all like he thought it would be. Then again, Leanne had never really talked much about her mother, not since the first day she had come, and that was hardly anything at all. Leanne had never really brought up the topic of mothers in a conversation, and it's not like anyone wanted to talk about it. Lion-O never knew his mother, and the little bit that Tygra could remember of her wasn't much either. Cheetara grew up on her own, Panthro's mother was already gone (he assumed), and the twins… well, they never really talked about their mother either. Nobody really wanted to talk about their families when they had a more important mission to carry out, he supposed.

He looked up as Leanne approached a building in a shady-looking area. He saw one of the people from before, Connor, was already there, holding a small can in his hands. He took a big swig of it as Leanne approached him.

"Sup." He greeted her, he held out a can to her, and Leanne shook her head.

"No thanks. Being drunk when you run takes the fun out of it." She said, she put her bike over in a bike rack and chained it up.

"Whatever." Connor said, taking another sip, "And for the record, I'm not drunk." Leanne looked over her shoulder at him, raising a doubtful eyebrow, "I'm just buzzed."

"That's drunk, moron." Leanne said, coming over and swiping the can from him.

"Hey! That's my booze, I paid for it!" Connor snapped. Leanne held him at arms-length with her hand and poured the rest of the contents onto the ground, "Aw man. What the hell, Lee? I don't spill your s**t on the ground!"

"This s**t is really s**t!" Leanne snapped in return, "It'll rot your brain, and you could hurt yourself running!"

"I'd a' been fine!" Connor snapped at her. He crossed his arms angrily across his chest, "I've run drunk before!"

"Yeah, and almost fallen off a roof for it." Leanne jabbed. Their conversation was paused when a car came up to them and parked near the store. Tracy stepped out of it after locking it up. "Tracy, tell Connor that he can't run drunk!"

"Connor, you can't run drunk." Tracy said as she came up to them.

"Why the hell not_?_!" Connor snapped.

"Because the booze, like, makes you stupid and buzzed and you can't have any fun because you, like, won't remember any of it." She said, "And you'll puke if you move too much."

"Ah, you're both a coupla pussies!" Connor growled at them.

"It's two against one, you're not gonna win." Leanne said.

Connor waved them off and let the subject drop. He went over to where he had been standing previously and produced a small group of the cans he had been drinking from, one of them already gone. "Here, but I'm drinkin' it after!"

"Fine." Leanne said, taking the cans, "I hope you're not too drunk."

"'M fine, didn't even drink half a' it…" Connor muttered, he sat down against the building and the two girls joined him. The three of them made small talk until David walked up to them, giving them a grin.

"Ready to go?" He asked them. They all got up and began climbing up the ladder that led up to the roof of the building they had all met at.

"So, the usual route?" Leanne asked once she got up.

"I was hoping we could go by Little Cesar's." David said, "I got a few bucks to buy a pizza."

"Ooh! Pizza!" Tracy said happily.

"I could go for a pizza." Connor said.

"Okay, we'll go by Little Cesar's then." Leanne said. She stood over on a random spot on the roof and her friends stood in a line on either side of her, "Ready… get set…"

"Go!" David shouted and took off running. The other three ran after him.

"David that's cheating!" Leanne laughed as she ran.

"You said get ready, and I was!" David shouted back as he jumped off the roof to another building. Connor and Leanne came after him, then Tracy. Lion-O watched as the four of them leapt from one building to the next, his eyes lingering the most on Leanne. He had seen her move like that before back on Third Earth, when she used her abilities to fly. He couldn't tell if she was using her powers to fly from building to building, but one thing he was certain of was that she looked like she was flying, and she was enjoying every minute of it. He could see how hard her body was working, if the gathering amount of sweat on her forehead wasn't enough. But her eyes were lighting up in a way that he hadn't seen in what felt like a long time. The first time he had seen it was when she first showed him the abilities that Jaga had revealed to her through the Jewel of Omens.

The four of them were having a great time, until Connor fell over, and because of his speed, started tumbling along the roof of a building. The others quickly ran over to him.

"Connor, you okay?" Leanne asked, helping him sit up. She gasped when she saw blood on his face, "Oh my God! Where are you hurt?"

"What happened?" Connor asked, reaching up and holding his head.

"We need to get you to a hospital." David said, "You need stitches."

"I do?" Connor asked, David helped him up and Connor pulled his hand back, seeing blood on it, "Oh."

"Come on, man." David looked over at Leanne, "Do you think we should call 911?"

"Well, it certainly get an ambulance over here fast enough." Leanne said, she heard sniffling and looked over at Tracy, who was starting to cry. Leanne went over to her and put her arm around her shoulders, leading her to the ladder that would lead them down to the floor. Once they were all grounded, David took Connor somewhere, saying they should get some napkins to stop the bleeding, pointing at a building with a lighted sign that read 'Little Cesar's'. Leanne nodded and sat beside Tracy, pulling out the device Lion-O had seen before, pressing three buttons before putting it to her ear. "Um, my friend just hit his head, and he's bleeding really bad. Can we get an ambulance? …Yeah, we're near the Little Cesar's pizza place off of highway 40… I can go get the address from them, hang on." She turned to Tracy, "Come on," They ran across the street, Leanne still speaking into the device, "Just give me two minutes." She held the device to her shoulder as they walked in and Leanne went up to a young man at a counter, "Hey, what's the address for this place?"

The man gave her the address of the building and pointed to Connor, "He need an ambulance?"

"He needs a hospital." Leanne replied before going over to her friend, still talking into the device, "Yeah, that's where we are, did you get that? …Okay… Yeah, we're trying to stop the bleeding… Okay… Yes, thank you." She put it away and grabbed a few napkins, helping David to press them against Connor's wound. Tracy came over to them, and Connor lifted up his hand, holding the napkins.

"I'm okay." He said, "Look, as long as we're here, do you guys want a pizza?"

"Um…" Leanne looked at the others.

"I don't want a pizza." Tracy said.

"I'm not really hungry." David said.

"Me either." Leanne said, she pulled her hands away and looked at her palms, seeing that some of Connor's blood had gotten onto her hands. Her silver eyes widened and Lion-O saw her face visibly pale. He knew what she was thinking of. That night when she was a child. Her hands began to shake, and she suddenly shook her head, closing her eyes. "I-I don't feel too good."

"Do we need to get an ambulance for you, too?" David asked in a way that made it sound like he was joking, trying to lighten the mood. Leanne grinned and shook her head.

"No, I'm okay." She said, "I just… I just need a second." She took in a deep breath and wiped her still shaking hands on her shirt, getting rid of the blood that had been on them.

"Don't you think that'll stain?" Tracy asked, gathering up her composure.

Leanne looked at the smeared blood on her shirt, then back up at her friend, "It'll wash out. It's fine."

They stayed in the booth until they heard the wail of sirens. David got up and took Connor over to the car, telling him that he hit his head, and the medics took him. David went with them, so someone could let Connor's parents know what had happened. Tracy and Leanne simply walked back to the store where they had met up. Tracy went back to her car and headed home after bidding goodbye to Leanne.

Leanne got back on her bike and began the ride home. The sun had already set, and it was dark out, so she had to be careful going down the road. When she returned home, she saw that some of the lights were still on, so her mother was still home. She tried to keep out of sight by staying beneath the window, and tried to sneak back into her room by climbing up the tree to where her room was. She tried to be as quiet as possible, and had hooked her hands and legs over a branch, when the window to the first floor opened and Leanne's mother stuck her head out the window giving her daughter a dry look.

"I never let you do anything, huh?" She asked. Leanne let out a yelp of surprise and fell to the ground. She grimaced as she felt the first wave of pain come into her spine.

"…Ow…" She groaned quietly. She looked up at her mother, who was giving her the disapproving stare that only a mother could give.

"Living room. _Now_." Her mother shut the window, and Leanne let out a huff of breath in exasperation, hitting her head against the ground with a frown.

"…Great." She muttered.

* * *

><p>Leanne sat down on a couch, shoulders sulked and her gaze on the floor as her mother stood in front of her, arms crossed, looking at her with that disapproving glare.<p>

"I can't believe it." Her mother said, "After all the times you've snuck out, I _really_ shouldn't be surprised, and yet I _am_!" Leanne turned her head slightly, not really wanting to hear this lecture. Her mother snapped her fingers in front of her face, "Hey, look at me." Leanne looked up at her mother, "I want you to look at me when I'm talking to you."

"I'm looking." Leanne muttered.

"I specifically told you _not_ to go," Her mother went on, "I told you _why_. And you snuck out again! Leanne, I am getting so sick and tired of you disobeying me, and doing the exact opposite of everything I say. It's like you're a child."

"Well, maybe if you didn't treat me like a child, I wouldn't act like it!" Leanne snapped.

"Ex_cuse _me?" Her mother asked.

"Mom, I'm _seventeen_!" Leanne said, "That's only _one_ year away from adulthood. I think I'm capable of knowing what I should and shouldn't do!"

"I don't _care_ how old you are!" Her mother said, "As long as you live in _my_ house, you follow _my_ rules, and one of my biggest rules is _listen to your mother_!" Leanne turned away at the sound of her mother's voice. "Leanne Josephine Redoric, look at me!" Leanne looked at her mother, her jaw set defiantly. "You want to act like a child, so I'm going to punish you like one. You're grounded." Leanne's set jaw dropped open, "For two weeks." It fell even further.

"Two weeks?" Leanne stood up, "Mom, that's not fair!"

"Oh, you think that's not fair?" Her mother asked, "Do you think it was fair of you to just leave the house and sneak out without saying a word to me? I was worried sick! I told you why I didn't think you should go, and when you come back, you have blood on your shirt!"

"It's not my blood!" Leanne said, "It was just an accident and—!"

"I don't care whose blood it is, or where it came from!" Her mother snapped, "I don't want you hanging out with them anymore!"

Leanne looked at her mother in disbelief, "But Mom—!"

"That's final." Her mother said firmly, she pointed up the stairs, "Now, I want you to go to room and I don't want you to come out."

"But I—!"

"_Now_, Leanne!"

Leanne's face flushed in anger and she stormed towards the stairs, before she started going up, she turned around and said, "I know why Dad left now. He couldn't stand to be around _you_!"

"_Leanne_!" Her mother gasped in disbelieving shock. Leanne dashed all the way up the stairs and slammed her door shut. Lion-O looked up at where Leanne had disappeared to, and looked back at where Marissa was still standing. Sluga, now as a cat, walked up to her, jumping up on the couch where Leanne had been sitting, looking up at her.

"Let her blow off some steam, just give her some time to calm down." He said gently, "She just said that out of anger."

Marissa sighed and sat down on the other end of the couch, resting her elbows on her knees and holding her face in her hands. "I know that…" She mumbled quietly. Lion-O saw her shoulders beginning to shake and he realized she was crying. Sluga went over to her and let her pet him, offering her some comfort. Lion-O looked up at Leanne's room and went up the stairs. He phased through her door and saw her sitting on her bed, curled up around a pillow, tears silently falling from her own eyes. She sniffled pathetically, and hugged the pillow close.

"…I'm sorry…" She whispered quietly into the pillow, "I'm sorry, I'm sorry…" She held the pillow tight, clearly the only comfort she had at the time. Lion-O could see that what Sluga had said was right. She had said what she did out of anger, and now she felt a staggering amount of guilt. He moved to sit beside her on the bed, his body making no impression on the comforter, and he reached out to touch her shoulder, only to have his fingers phase through her. He pulled back, seeing that he couldn't do anything to help her when she was like this. It killed him to watch her cry with no one to comfort her at all. He moved to lay down beside her and reached out to touch her face. He knew she couldn't feel it, and that it wouldn't make any difference, but it made the situation a little better for him, to make-believe he was giving her some kind of comfort.

* * *

><p>It was only a few more minutes that Leanne spent crying, but even when the tears stopped falling, he could still see the guilt that was plastered across her face. It was a couple of hours after they had had their little screaming match, but soon Leanne's mother knocked on the door, coming in with a small smile and holding a plate with a piece of food that Lion-O had never seen before.<p>

"Hey." Her mother greeted Leanne quietly. She didn't reply, keeping her back to her mother as she lay on her bed, "I brought you some pizza." Her mother held up the plate. Leanne looked back at her, eying the food she had brought with her, "I thought you might want some dinner."

"Yeah." Leanne said, she sat up and her mother came to sit beside her, handing her the plate. Leanne took a small bite of the pizza and simply ate in silence for a little while with her mother. Neither of them said anything for a little bit, but soon enough, Marissa spoke.

"Leanne, how did you get blood on your shirt?" She asked.

"One of my friends hit his head really hard on one of the treadmills." Leanne lied, "I was trying to stop the bleeding, and some of it got on me. I just wiped it off. I was… freaking out a little bit." Her mother wrapped her arm around her daughter's shoulders in a hug. Leanne didn't move away, she leaned against her mother instead. There was a pause before Leanne spoke again, "I'm not really a child anymore… I'm not that scared little girl." She looked up at her mother, "You don't have to be my lookout anymore. I really can take care of myself."

"I know." Her mother said, "It's just…" She sighed, "It's been… difficult these past few years. I just don't want to lose you."

"I know." Leanne said, letting a small smile come on her face when her mother kissed the top of her head. "I didn't mean what I said back there."

"I know you didn't." Her mother said. There was another pause of silence between them. Eventually, Marissa turned to face her daughter, taking her hands in her own, "Leanne, you know I love you, right?" Leanne nodded, "And you love me, right?"

"Of course I do." Leanne said, "You're my mom." Her mother smiled.

"And… I want you to know," She began, "That everything I've done, and everything I _am_ doing, is for your own good." Leanne looked up at her mother, seeing that her face was trying to send a message to her, but she didn't quite understand it, as she had no idea what she was talking about.

Instead, she only replied with, "…I know." Her mother smiled and hugged her.

"Now, I want you to finish that pizza, and go to bed." She said, getting up from the bed.

"Okay." Leanne said, smiling at her mother.

Marissa went to leave, and paused at the door, "Oh, and by the way," Leanne looked up, "You're still grounded."

Leanne's jaw dropped, "_Whaaat?_!"

"Sorry, honey." Marissa said.

"That's so unfair!" Leanne said, "You can't come up here with freakin' pizza, and give that whole speech without getting rid of my grounding! Or _lessening_ it, at least!"

Her mother shrugged, "Well, too bad. That's what's happening." Leanne groaned and fell back against her bed. Her mother smiled humorously at her before shutting the door.

"Most. Ridiculous. Mother. Alive." Leanne muttered to herself as she lay back on the bed. Lion-O let a grin cross his face at the sight of it. He started as he felt something pulling him back, and before he knew it, he was back in the sea of data that was the Book of Omens.

Jaga appeared before him again, "Do you understand, Lion-O?"

"…I think I do." He said, "Just a little bit." Jaga nodded, and Lion-O felt his body moving again, before he knew it, the sea of data had disappeared from his sight.

* * *

><p>Lion-O woke up in the Thunder Tank, sitting in the place where he had been previously, he looked up when he heard voices and saw everyone coming into the tank, Leanne smiling as Snarf rested on her head, munching on some candy fruit that Kat and Kit were trying to get from him, calling the little creature a thief.<p>

Lion-O smiled when he looked at Leanne, watching as she moved Snarf to another part of the tank, and he ran to get away from the twins, who began to chase him around the tank. She happened to glance up at Lion-O, and blinked in surprise when she saw the look he was giving her. It was a soft sort of look, one that she hadn't really seen since their 'break up'.

"What?" She asked him.

"Nothing." Lion-O said, "I was just about to see where the next stone was."

"Good, we could use some more power on our side." Panthro said, he and the others headed up to see what the book would say about the next stone. Leanne moving to stand beside Lion-O as he activated it.

* * *

><p><strong>Ta-dah! Another filler chapter!<strong>

**I'm sorry it took so long, but it's summer time, and I was on vacation with the family and junk.**

**Also, I made a new picture of Lion-O and Leanne! It's on my deviantart account.**

**Since I can't post the link, just look up my username: popcorngamer**

**Or look up Leanne Redoric, that might get you some pictures.**


	23. Trials of LionO: Part 1

22

"How about we fire up the Book of Omens, Panthro?" Lion-O asked, "Find out where the next stone is." Panthro nodded and went over to the book, waving his hand over the front of it. There was a soft beeping as it recognized who was trying to activate it, and then the book showed them a holographic red compass. It took a moment to calculate the directions and location, and the needle pointed upwards, a small beam of bright red light pointing towards the ceiling of the Thunder Tank.

"Up?" Panthro questioned when he saw it, "How can it be _up_?"

"I don't know." Lion-O said, "But if the Book says the stone is up, then that's where we're going." He moved over to the console of the tank, activating it so they would be able to see where to go. There were cameras all around the tank that acted as something of a windshield, the pictures they saw were put onto a group of screens to give them a large range of view. The first thing that showed up before them was a high canyon 'tower' of sorts just ahead of them.

"Why does 'up' always have to be so high?" Tygra asked with a frown.

"The Book can be cryptic at times." Cheetara said, "Maybe you're misinterpreting the message."

"Wouldn't be the first time." Lion-O muttered, looking between Leanne and Tygra, "But I've learned my lesson." He turned and began to walk towards the tank's exit.

"Have you?" Tygra asked, "Because heading up there feels like another wild goose chase."

Lion-O turned around to face his brother, "When you're king, you can do things your way. Now, let's go." He continued onwards. Tygra glared at Lion-O's back as he left.

Everyone else quietly voiced their complaints against Lion-O's decision. Up? He wanted them to go up? Who knew how high, or how far 'up' would be! The kittens were already dreading the long walk up, as was everyone else, as well as expressing their concerns about Lion-O's leadership skills, but they followed him nonetheless.

* * *

><p>The trek up the nature-made tower was long and hard, especially with the air growing thinner as they walked up higher. Everyone was starting to run out of breath as they neared the top. The kittens were lagging behind, but Snarf was helping them to keep up with the others by jumping up and hitting his head against the backs of their legs to push them forward. Leanne was starting to work up a sweat with all the work that her body was doing. She looked back at the others and saw that none of them were sweating as much as she was, but looked equally exhausted.<p>

_I wonder if cats have sweat glands…_ Leanne thought as she continued to follow Lion-O.

"Do you even know where you're leading us, Lion-O?" Tygra asked snappishly as he continued on. Lion-O didn't respond to his question.

"Right into Mumm-Ra's hands, if you ask me." Panthro muttered, everyone heard him as he spoke, "We're totally exposed to attack on this route." Lion-O pretended he hadn't heard him.

"I know that the Book is supposed to lead us to the stones," Leanne said, wiping her forehead with the back of her hand, "But I think Cheetara was right about the cryptic thing. All this stuff is getting a bit ridiculous." Cheetara looked back and raised an eyebrow at her appearance.

"Why are you wet?" Cheetara asked her.

Leanne gave her a dry look, not in the mood to explain her bodily functions to the cats, "I'm not wet. It's _sweat_. I'm _sweating_. It's what humans do when the temperature in their bodies gets too high. Which means they're getting a little too worked up!" She looked pointedly at Lion-O when she said this. He still didn't respond.

WilyKat paused for a moment, resting his hands on his knees, "How much higher can we _go_?" He asked.

"I'm more worried about the way _down_." WilyKit said, looking over the edge of the canyon at the river below. She could see they were very high up, a good two hundred feet at the least. She and her brother shared a fearful glance at the thought of falling down.

"Maybe we should consider turning around." Cheetara said, she looked over at Lion-O, "What do you think?"

Lion-O let out a small, aggravated growl and looked back at the others. He could see that they were all worried about him. Since he had lost the battle against Mumm-Ra's new generals, he had been much more serious about finding the next stone, and he could see that they were worried he was taking his position as king a little too seriously, not stopping to really think about his friends. He scowled at the thought of it and looked back to the front of him, why were they worried about him? If they didn't get the next stone, Mumm-Ra would win, and they would be done! He sighed, realizing that he wouldn't be able to have a chance against Mumm-Ra without them by his side. He looked up, eyes widening when he saw some candy fruit trees growing just a little ways ahead.

"I think…" He sighed, they were going to lose so much time for this! "We should stop here for a quick rest."

The twins took a couple steps forward, and their faces broke out into huge grins when they saw the candy fruit trees. They took off, running and cheering, towards the trees to get some of the delicious, sweet fruit. As they ran by Lion-O, he caught a whiff of their scent and grimaced a little bit. When was the last time they had taken a bath?

As Tygra walked by Lion-O, he said, "First _good_ idea you've had all day." Lion-O scowled at him as he walked on.

Everyone made themselves comfortable as they headed towards the trees, climbing up to go and get something to eat. Lion-O climbed up, grabbing one for him to eat and spying another just a couple feet away, he smiled at the sight of it.

"Lunch will be easy compared to finding the stone." He said. He reached for the second one, picking it and was about to take a bite out of it when it was suddenly snatched out of his hands. He looked to see that WilyKat had swiped it from him with a mischievous grin.

"Too slow, your highness." Kat said, tossing the fruit up once before taking a bite out of it.

Lion-O was about to say something, but then his other candy fruit was taken from him, and he saw that it was Kit, who wore the same grin as her brother.

"You really need to keep your eyes open." She said, moving beside her brother and chowing down on the candy fruit. They smiled and giggled happily as they ate.

"Thanks, I'll try to remember that." Lion-O said dryly as he went to grab another one. Panthro began munching away on a small bundle of candy fruit, picking about three at a time and chowing down. Leanne was in the trees, happily munching on one of the candy fruits she had grabbed, sharing a couple of bites with Snarf, who was giving her a big-eyed puppy-dog look to try and get some more.

Cheetara was down below, grabbing one of the fallen candy fruits that were just as fresh as the others. She looked up at where Lion-O was trying to grab another one for himself, "You always do things the hard way, Lion-O."

He ignored her as he reached for the fruit. Just when he had it in his grasp, a familiar blue whip snapped out and pulled it away from him, "Hey!" He looked back to see Tygra's smug grin, holding the fruit he had been trying to get.

"A king should never eat before his people." Tygra said before he bit into the fruit. Lion-O growled lowly, getting more and more aggravated. He went over to the branch Tygra was sitting on and began shaking it back and forth, causing him to lose his balance, and eventually fall off onto the ground with a loud grunt. "_Or_ lose his temper!"

Lion-O jumped down to be eye-to-eye with him. "Oh, is that it? You're all against me?"

"It's not us, kid." Panthro said as he climbed down, "_You're_ your own worst enemy."

"He's right, Lion-O." Leanne said as she carefully flew down from the tree to land beside Tygra, "Just because you're king doesn't mean you can't learn something from your subjects. Nobody knows everything."

Lion-O looked at the four of them, and opened his mouth to say something more, but stopped when he heard something and looked to see a rocket hurdling towards them. It shot into the side of the canyon where they stood and exploded.

"_Ambush_!" He cried, everyone ran for cover, trying to get somewhere safe so they could get an angle on their enemy, but more rockets were soon fired, making the whole canyon shake. Tygra pulled out his whip and was about to use it, when a hand shot out and grabbed it. Tygra looked back to see that it was Atticus, and he was looking at him with a malicious smile.

"Not gonna hide this time!" He said with a small bit of laughter, before punching him with such force, he flew back onto the ground.

"Tygra!" Cheetara cried, she ran to help him, but was suddenly grabbed from behind and looked to see Kanar was the one that had captured her.

"You run like a girl!" He said with a maniacal laugh.

The twins and Snarf ran to try and get somewhere safe, but were stopped by lizard soldiers. Leanne ran to try and help them, the wind kicking up around her as she prepared to blow them away, but suddenly felt a strong tugging on her ankles and neck. She stopped, her hands reaching up to try and pull away the thing that was causing this, but felt herself being moved into the air and backwards, where someone grabbed her arms and held them together in an iron grip, and an arm going around her neck.

"Hello, Leanne." An all-too-familiar English voice said in her ear. Out of the corner of her eye, she could see Lucas grinning at her.

Lion-O pulled out his sword, ready to fight them all off, but before he had a chance to, he was shot in the back by one of the lizard's guns. He looked back to see that it was Slithe who had shot at him. The large lizard grinned, and Lion-O stood to fight him, but paused when he realized he didn't have his sword. He saw it lying on the ground just a foot away from him. Before he could have a chance to reach for it, Atticus and Kanar grabbed him from either side and restrained him as Slithe walked forward, picking up the sword, and taking Lion-O's gauntlet from where it rested on his side.

"We have the sword and gauntlet," He said in his raspy voice, "Now give us the book!"

"I'd rather die." Lion-O said through clenched teeth, trying to keep some composure in this situation. Slithe lifted up his tail and knocked Lion-O on the ground with a slap. He scowled at him, keeping hold of the two objects in either claw.

"You're willing to risk your life for it," Slithe said, a sick grin growing on his face as he continued, "But what about _hers_?" He looked over at where Leanne was being bound by Lucas. He jumped back with a slightly fearful look on his face as Kanar approached them, his axe in hand and a twisted grin on his face. Leanne looked at the Jackal man with wide, fearful eyes. And although no one noticed it, Lucas looked like he might be a little sick.

"You better not hurt her, Slithe!" Lion-O snarled.

"I would _never_ harm such an innocent creature," Slithe said, "Kanar, on the other hand…" He let the sentence drop off. Lion-O didn't need to know the rest of it. He didn't want to know. The sick look and psychotic gleam in Kanar's eyes was answer enough, not that it made him feel any better. Kanar raised his axe, and Lion-O quickly grabbed his gauntlet. Slithe looked at his now-empty claw with wide eyes and shouted, "Grab him!" As Lion-O ran to help Leanne, Atticus jumped in front of him and smashed his bludgeoner in front of Lion-O's feet. He barely dodged it, and moved out of the way, unfortunately, because of his quick motions, he ended up teetering on the edge of the canyon that, should his balance fail him, he would plummet down to his death in the waters below.

"Lion-O!" Leanne cried, seeing how his arms were reeling back. Kanar came up behind him just as he was starting to get his footing back and pushed him over the edge of the cliff.

"Oopsie." He said with a pleased grin as he watched the cat plummet down, a few rocks from the cliff following him into the river. Atticus came up beside him and they both watched Lion-O's quickly shrinking form, "Think he'll land on his feet?" Atticus shared a short chuckle with him as Lion-O's body splashed into the river, the huge rocks following him.

Slithe pushed through the two psychopaths, "_Fools_! He had the gauntlet!" He shouted at them.

Leanne fell to her knees, looking at the place where Lion-O had been standing with wide eyes. The others had been forced onto their knees earlier, but they were in just as much shock as she was.

"…You killed him…" Tygra said, looking at where his brother had been standing.

"Lion-O…" Leanne murmured, her voice cracking and her eyes filling up with tears.

"He had the gauntlet with the Spirit Stone!" Slithe snapped at the two generals. He turned to face some of the soldiers with them, "Get down there and_ find it!_" They quickly ran down the pathway, hoping to get to wherever Lion-O's body had fallen.

* * *

><p>Underneath the water, Lion-O struggled against the weight of the rocks that had fallen on top of him in the water. He was trapped on his back at the bottom of the deep river, with no way to get air. And if that wasn't enough, the sheer pressure from being at such a deep water level was crushing his ears as well as his lungs. He tried to get up, tried to escape and move back to the surface, but the combination of great weight and water pressure was too much, and he could no longer take it. He released the air he had been holding onto, and his body began to take in the water, desperate for the oxygen. He very quickly drowned. What Lion-O didn't notice was that the Spirit Stone in his gauntlet began to glow brightly, and with a bright flash, Lion-O's soul was no longer in his body, but somewhere else.<p>

Once Lion-O was transported to this place, he felt a great pain in his chest as he breathed in what he thought was real air, and moved so he would be on his hands and knees. He looked around, seeing that he was in some kind of room, he wasn't sure where, or why, but it was extravagant, with many symbols similar to ones he had seen in Thundera. He looked down at his hands, unable to believe what was happening to him.

"I'm… alive?" He asked into the silence of the room.

"No, Lion-O." A very familiar voice said, he looked up to see the soul of Jaga standing before him, "I'm afraid you are quite dead."

"Jaga…" Lion-O murmured at the sight of him. "Dead…?" He let the word sink in. _Dead_. Lion-O felt his stomach sink. He was… dead? After all the work and after everything that had happened, his life was taken as easily as that? "Then I failed." It was all over. With his life over, there was no way he could stop Mumm-Ra and his army from taking over Third Earth.

"Not yet, Lion-O." Jaga said, "The Spirit Stone has deemed you worthy of another chance to walk amongst the living."

Lion-O immediately jumped up, "I'll take it!" He said quickly.

"It's not that simple, Lion-O." Jaga said, "While your first life was _given_ to you, your second life must be _earned_."

"What do you mean?" Lion-O asked, how was he supposed to earn a life?

"You must complete a series of trials." Jaga said. Lion-O scowled.

"Slithe has the sword and he's gonna kill the others!" Lion-O said, "I don't have time for this right now!"

"Your only other choice is death." Jaga said grimly. Lion-O grimaced. _Guess I have no choice, then._ He thought. Jaga could see this in his face and lifted up his staff, creating a red beam of light that tore open like a rip in a seam. "Pass through this door, and you'll begin a series of trials designed to test whether you can overcome your greatest weaknesses. To see if yours is a life worth saving… Good luck."

Lion-O nodded and ran through the portal, eager to get these trials over with and back to the others.

* * *

><p>Leanne stood with the others, prisoners to Mumm-Ra's army. The Jewel of Omens had already been taken from her, and if she paid attention, she could hear Lucas fiddling with it, examining any magical properties it had. But she wasn't paying attention, she was more focused on the fact that their group was missing a member.<p>

Lion-O

The first man… or cat rather, that she had ever been with. She loved him, and he loved her, for however short a period of time that was. And just like that, he was…gone. Never to be seen by any of them ever again. She wanted to cry, she wanted to scream up at the heavens, cursing them in every way she knew how, she wanted to dive into the water on the off-chance he might still be alive and she could save him. She wanted to do so many things, but she couldn't. She wasn't even sure what she was feeling at the moment. Maybe she was getting numb? Well, if that was the case, she welcomed the numbness. She didn't want to feel the pain of losing a loved one. It wasn't like being separated from her mother. She knew her mother was still alive somewhere. Lion-O… He was dead.

She was pulled from her thoughts when someone shoved her and she looked up to see Lucas looking down at her, "Come on, you lot. We're leaving." Leanne pushed herself up and joined the others, "You! Doodle McSketchy!" WilyKit looked up from where she had been drawing on a rock over at Lucas, "Get back here!" She got up and ran to join the others. They all boarded the hovercraft and stood together as prisoners as they took off, planning on taking them back to Mumm-Ra's lair.

As they flew, WilyKit rubbed at her eyes, wiping away tears, "Lion-O can't be gone…" She said, "I…I won't believe it!" She sniffled sadly and her brother looked over at her.

"It's okay, Sis. We're gonna get through this." WilyKat said in an assuring voice.

Cheetara bent down to speak at their level, "There will be time for mourning," She promised, "As soon as we take care of them." She nodded back at Slithe and the others. Lucas was still playing around with the Jewel of Omens, seeing to examine its magical properties.

"But how?" Tygra asked.

"You always wanted to be king," Leanne said, her voice and stare surprisingly cold, "And now you are."

"Just hope you got a good plan." Panthro said. Tygra's eyebrows furrowed together and he scowled, not wanting to be reminded of Lion-O's death.

Behind them, Slithe was sending a dark glare to Lucas as he took a closer look at the Jewel of Omens, "You better not drop that." Slithe hissed at him.

Lucas looked back at him, twirling the golden chain around on his finger, "Relax, Frog-face. I won't drop it, and even if I do, I'll catch it."

Slithe sneered at him, but said no more as he turned back around to keep an eye on the ThunderCats. _What a useless child he can be_, Slithe thought. _Just sitting there, _fiddling _with the Jewel of Omens. What kind of—_ His thoughts stopped short and he suddenly turned back with wide eyes to Lucas. He was _touching_ the Jewel of Omens, and he wasn't being zapped! The Jewel was under the protection of a strong spell that made sure that no one besides the bearer could touch it. Yet, there before him, was Lucas, touching it and not hurting himself like it was nothing.

The English boy noticed his wide eyed stare and lifted a brow, "What?"

"…Nothing." Slithe said, then turned his attention back to the Cats.

Mumm-Ra would be sure to hear about this.

* * *

><p>Lion-O stepped through the portal, and on the other side rested a very familiar setting, one he had snuck off to many times when he was a little younger. The stone buildings stacked up high, the area smelling of the familiar scent of muck and food cooking off in the distance.<p>

"…The slums of Thundera." He murmured.

"Surprised a big, fancy king even knows what slums are." A voice said. Lion-O whirled around to see WilyKat and WilyKit sitting on the roof of one of the buildings.

"What are you two doing here?" Lion-O asked, his eyes widened when a terrible thought came to mind. Was he already too late? "You're not…"

"Dead?" WilyKat finished, "Hardly. We've just taken a form you'd be familiar with." They both jumped down from the roof in front of him.

"We're your first test." WilyKit (Or maybe not) said, "But don't worry. This one's easy."

The Not-WilyKat reached for his belt where he kept his fling and held up a key that was attached to it, "All you have to do is steal this key."

WilyKit reached for the key and held it out to Lion-O so he could get better look at it, "And it'll open the door to your next trial." She continued, "But be careful." Lion-O swiped for the key, and they jumped back. He swiped at them again, and they disappeared. He looked around to see he was alone. "Not everything is as it seems." WilyKit's voice seemed to come from all around him. Suddenly, he was surrounded, by a huge amount of pairs of kittens.

All of the WilyKats said at once, "You really need to keep your eyes open!" Then they all ran off from him.

"Because only _one_ pair of us is real." Another WilyKat said from where he and Kit were sitting on some steps. Lion-O jumped to grab them, but they disappeared. He heard laughter and looked above him to see another pair of twins, waving around the key, taunting him with it, before running off. Lion-O quickly jumped from one roof to another to get up to the same level as them. When he managed to catch up, he saw three WilyKats, all taunting him with the key. Lion-O wasn't sure which one was real, so he took a wild guess and ran forward, trying to grab the one in the middle, but he phased through him and fell to the ground.

"You never look before you leap." One of them said as the other two disappeared. He ran off the roof and jumped all the way down to the ground, running off with a cackle. Lion-O jumped down and ran after him, getting more and more aggravated with this seemingly endless chase. Something caught his ankle and he tumbled to the ground, crashing into some barrels. He looked up to see WilyKit bearing the rope that had tripped him.

"You don't look before you run, either." She said, she scowled at him, "That's how you led us into that trap."

"I was only following the book!" Lion-O said as he got up. He looked around, seeing another pair of WilyKats near him.

"Come on, Lion-O!" One said.

"You can't just follow it blindly." The other said, "You have to trust your instincts." Lion-O growled, his aggravation growing as he went to grab him. He was stopped when one of the WilyKits jumped up behind him and knocked him down into the dirt. Lion-O spat out some of the ground that had gotten into his mouth and looked up at where all the twins were, and watched as they all ran away from him.

"Instincts…" He murmured, thinking carefully over the Not-WilyKat's words. He pushed himself up, "I have to learn to look…" How could he look? Each one looked the same. Then he remembered that the Not-WilyKit mentioned the trap they had fallen into. If she was like the WilyKit from this morning… He sniffed the air, remembering how bad the twins had stunk because they hadn't bathed, "But that doesn't mean I have to use my eyes." Lion-O got up and started running around, sniffing the air, going near each pair of twins without actually trying to catch them. He couldn't smell their special stink, so he moved past them, and they disappeared.

He went up to another one, and this WilyKat held up the key, "Isn't this what you're looking for?" He asked Lion-O.

The young king took a good sniff, then he smirked and stepped back, "Yeah, but you don't have it." The Not-WilyKat looked surprised before he disappeared. He moved past the huge groups of kitten-lookalikes before he got to where the real ones were. They were rank, but he knew they were the real ones. So, being as quiet as possible, he snuck up behind them, and ever-so-carefully took the key from where it hung at the Not-WilyKat's belt.

Once he stepped back, Not-WilyKit looked at her brother, "This is taking longer than I thought it would." She said.

"Do you think he'll ever get the key?" Not-WilyKat asked her.

Lion-O smirked, "I already did." The twins jumped and turned around to see Lion-O holding the key.

"Ah!" WilyKat reached for the belt and looked to see that the key was gone, "Huh?"

"Gotta keep your eyes open, Kat." Lion-O said, "And if those deceive you, you can always trust your nose." The twins smiled widely and jumped up, voicing their praises to him as a portal appeared, this one bearing a small keyhole where light was shining in. He placed the key inside and turned it, stepping back as it grew slightly larger. He quickly jumped through it, moving on to the next trial.

* * *

><p>Everyone rode on the hovercraft through the canyon. Soon enough, a second one carrying the lizards that Slithe had sent to look for Lion-O and the gauntlet. They flew up alongside theirs and Slithe looked to them, waiting to hear of their progress. He saw the one in charge of the excursion shaking his head. He hissed angrily.<p>

"_Nothing?_!" He hissed out.

"No trace, General Slithe." The lizard said, "Probably washed out to the Great Sea."

WilyKit gasped at the sound of his words. Leanne reached out and placed her hand on her head, trying to be comforting. WilyKit turned and leaned into her and Leanne hugged her as best she could in her handcuffs.

Lucas let out a long breath, "Mumm-Ra's not gonna be happy 'bout this…" He muttered, running a hand through his bleached locks. He didn't want to see that demon angry. Just seeing him in general was enough to send chills down his spine in the most unpleasant way. He _really_ didn't want to see what he looked like angry.

Kanar walked over to the cats, looking at the two smallest ones with a wicked grin and psychotic gleam in his eye.

"But surely these cute kittens will cheer him up." He said, letting out his signature maniacal laugh. The two kittens looked at him with wide, fearful eyes.

"If there's anything left of them." Atticus said, picking up his bludgeoner with a wild grin, clearly ready to start mangling them.

"I can assure you, Atticu_sss_…" Slithe hissed as he picked up his gun, "There _won't_ be!"

"Leave the Redoric girl for me." Lucas said, stuffing the Jewel of Omens in his pocket, "I need her alive." He turned his eyes away so he wouldn't have to witness what the others were planning to do. He didn't want to risk vomiting again.

The three generals stepped closer to their captives, Kanar getting a little closer to the kittens. He smiled, showing all his sharp teeth as they looked up at him in fear. The smile disappeared, however, when Leanne stepped out in front of the kittens, glaring at him defiantly and without the fear he loved so much.

"Get out of the way." He commanded.

"No." Leanne said, her voice low. Kanar growled angrily, glaring at her in a frightening way, but she did not back down.

"I said move!" He snarled at her, a small bark mixed in with his words.

"And I said no!" Leanne snapped back.

"Leanne," Tygra's voice reached her and she looked back at him, "Step back." Leanne's eyes widened, looking at him incredulously.

"You're not seriously gonna let him—!"

"That's an _order_, Leanne." Tygra said firmly. The way he said it certainly made it seem like he was using his authority. Leanne looked at him carefully, analyzing his expression. His gaze was firm, but there was something lying underneath it that made her understand why he wanted her to, and she stepped back, but she didn't look very happy about it.

"Orders?" Lucas said, raising an eyebrow as he looked at Tygra. "Oh, that's right. With the lion gone, that puts you in charge, don't it?"

Slithe pointed his gun at Tygra, "Yours will be the shortest and _last_ reign of any Cat king!"

Tygra looked away, mumbling, "…I'd rather die a king than live forever as a mindless lackey…"

Slithe had heard him, and he hissed angrily, "What's that, _Cat?_!"

Tygra turned to the lizard, his hatred for him showing on his face as he almost shouted, "I said I'd rather die a king than live forever as a mindless lackey!" Slithe growled and hit him with the end of his gun. Tygra grimaced and reached up, rubbing the spot where he had hit, "Well you got one thing going for you. You hit harder than the monkey."

Atticus took great offence to that statement, "You wanna see how hard I hit?!" He grabbed Tygra and held him in the air before throwing him down on the rocky terrain below the hovercraft. Lucas turned his attention to the sight before him, thinking that Atticus wouldn't do any huge damage to the tiger, although it didn't make him feel any less uneasy. He watched as Atticus jumped off the hovercraft and went over to Tygra, pinning him to the ground with his hand-like feet and using his much bigger, much stronger hands to punch Tygra across the face again and again.

Kanar let out a high-pitched laugh, "Can I play, too?" He jumped down and moved Atticus aside and began punching him like Atticus had, letting out a gleeful laugh, "Seems he likes getting hit as much as we like hitting him!"

He punched him a few more times before Tygra spoke, "…No. Just had to buy some time for Kit and Kat to pick the locks." The two generals whirled their heads around to see Kit and Kat holding up their handcuffs, as well as the others with smug grins.

"Hi," Kit called to them.

"Hey there," Kat called.

Immediately, Lucas jumped up, looking around for where the captives had gone, his eyes searching specifically for a dark haired human girl. He didn't pay attention to, or care about the sight of Panthro jumping up and taking down Kanar and Atticus as Cheetara went and destroyed Tygra's cuffs.

"Lizards! Attack!" Slithe said, frantic to keep his prisoners with him. Cheetara quickly and easily disarmed any soldiers with her incredible speed.

Finally, Lucas spotted Leanne moving the kittens away from the fight, trying to get them somewhere safe, Snarf resting on her shoulders. Lucas's eyes narrowed, "You're not getting away that easily." He jumped off the hovercraft, running after her.

Slithe saw this, and was about to yell at him for leaving, but he was suddenly punched by something. He looked to see Tygra appear out of thin air, apparently having used his whip to make himself invisible beforehand, "That's for me," He punched him again, _hard_, "And _that's_ for Lion-O!" Slithe fell to the ground. Atticus came up behind Tygra and grabbed him, trying to grapple him into submission. In retaliation, Tygra used his head to bash Atticus's and the monkey released him. Tygra turned and tried to kick the monkey, but he grabbed Tygra's foot before he had the chance. Using that to his advantage, Tygra jumped up and punched Atticus in the face. The monkey released him to hold his nose in pain, and Tygra kicked him back. Atticus quickly flipped to avoid falling over and landed back on his feet, glaring angrily at the tiger and charging at him, punching him hard enough to throw him onto the ground.

Leanne looked back from where she and the kittens were running away, and saw Lucas wasn't too far behind them. She pushed the kids and Snarf forward and turned around to face him.

"I'm not letting you get away!" Lucas growled, his eyes and talisman glowing a bright green.

"Do I look like I'm running_?_!" Leanne snapped, she lifted up her hands, intending to have some of the earth around her shoot at Lucas, but nothing happened. She tried again, beginning to panic when it didn't work. She stopped when she realized why, seeing the golden chain of the Jewel of Omens in Lucas's pocket. She let out a colorful curse when she realized that Lucas knew that, too, "F***!"

"Well, don't you have a dirty mouth?" Lucas said, he lifted up his hand, and Leanne was lifted up by an invisible force. She tried to get back down, but knew she couldn't do anything without the Jewel of Omens. She was brought closer to Lucas, and let out a scream when green beams seemed to shoot out from his sleeve and cover her, entrapping her in their light. She squirmed, trying to get out of it, but to no avail, so she did the next thing she could think of, cussing him out.

"You Mother F***er! When I get out of here, I'm going to— _Gmmfh_!" The green beams quickly gagged her.

Lucas let out a few mocking 'tsk' noises, "Naughty girl. You need to watch your mouth." Leanne glared at him with as much hatred as she could muster, and he only smirked at her in return. He grabbed her collar, pulling her closer to him, "I need that power, Redoric, and I'll take it any way I can."

Kanar, who was battling it out with Panthro, punched him back against a rock and held him down, showing him his crazy grin, asking in his own sickly sweet way, "I didn't _hurt_ you, did I?"

Panthro gave him a good punch to the face, "Not as much as I plan to hurt _you_!" Kanar was knocked back by the force of the hit.

Slithe came up towards them on the hovercraft, holding the Sword of Omens, "Forget the Cats! The sword and jewel are all that matters!" The two generals looked reluctant to leave their battles, but Lucas didn't hesitate at all to jump up on the hovercraft, a bound and gagged Leanne being carried over his shoulder like a sack of flour. The two generals came up soon afterwards.

Tygra looked at Leanne with wide eyes, and she looked back at him, showing how afraid she was, "Leanne!" He quickly jumped up and ran towards the hovercraft.

"You have your lives, but they're of little good as long as I have this!" He pointed to the sword in his clawed hand. Tygra pulled out his gun and started firing at him and the others, Leanne squirming ceaselessly as she tried to escape Lucas's grasp. The hovercraft turned around and quickly flew away in the direction of Mumm-Ra's lair.

Leanne let out a muffled cry through her light-gag as they flew away. Tygra kept firing at the craft until it was out of range and soon, out of sight. Once they were gone, Tygra stopped running, and he gritted his teeth angrily, glaring at where the hovercraft had been.

Cheetara ran up by his side, putting her hand on his shoulder, "Your brother would be proud if he could see you now." She said.

"This isn't over yet." Tygra said to her, "We're getting them back, Leanne and the sword." He ran off in the direction of the hovercraft, and the others quickly followed him, and after she had drawn a quick doodle on a rock, WilyKit was right behind them.

* * *

><p>The portal opened up mid-air, and Lion-O fell through it. He didn't recognize the heavily forested area, and it didn't make much difference as he fell through, the thorny briar branches breaking his fall as he hit the grassy ground. He let out a small groan as he tried to push himself up, hearing the calls of some birds as they flew above him.<p>

"Ouch." A feminine voice said, Lion-O looked up to see Cheetara sitting on one of the briar branches. "You sure took the hard way down, Lion-O."

Lion-O pushed himself up with a frustrated growl, "Well I didn't see an easier one!" He snapped.

"There's always an easier way," The Not-Cheetara said, "You just never look for it. That's how you got us caught in the first place."

"I took that mountain pass because we had to!" Lion-O said as she jumped down in front of him, "I don't choose where the book points, Cheetara!"

"But you're the king, and it's up to you to choose how to get there." Not-Cheetara replied, "And if you wanna win this trial, you better choose carefully." Not-Cheetara walked a few steps away from him and Lion-O noticed for the first time a huge, vine-covered maze that stood before him. "There's only one way out, and you've gotta find it and get to the key before I do." Lion-O looked to the Not-Cheetara with wide eyes.

"A race?" Lion-O asked in shock, "That's impossible! This place is a labyrinth, and I couldn't outrun you if I had the Thunder Tank!"

"If you believe that, then you've already lost." Cheetara said, "But don't worry. Just to make it fair, I'll give you a head start." She waved her hand towards the maze and Lion-O grimaced. Even if he did have a head start, it would take him much longer to get to the end than it would for the Not-Cheetara. He wasn't very sure if he could win this challenge. "Well? What are you waiting for?" Lion-O stepped forward slowly, waiting to see if this maze had any traps, and then he burst forward running, knowing that if Cheetara was giving him a head start, he needed to take advantage of it. He ran down hall after hall, doing his best to try and find his way through the maze to the end. When he came to the first fork in his way, he went on his instinct, as the previous trial had taught him, and ran down the path he felt was the right way. He thought he was going the right way, seeing that he hadn't run into any problems, until he reached his first dead end.

"Time's up, Lion-O!" Not-Cheetara's voice called to him from the maze entrance. "Here I come!" Lion-O turned and ran from the dead end, running down the opposite way he had come and taking a different turn than he had before, and headed onwards, still trusting his instincts as he ran. He soon heard the sound of Cheetara's quick footsteps nearby and started running faster. He skidded to a halt when Cheetara suddenly ran up in front of him, "So much for that head start."

Lion-O scowled, "Now you're just toying with me. You have since the beginning."

"And you're still acting like the same, stubborn prince you were the day I met you." Cheetara said, "Can't see a dead end even when you're running straight into it."

"Believe me, I've run into plenty." Lion-O said. Cheetara gave him a small smile.

"Then maybe it's time to take a different path." She said gently, she turned around, "See you at the finish line." She started running down the way Lion-O had been headed, quickly going out of his sight. He continued on another path, thinking it might have been a shortcut, but he soon that wasn't the case as he turned and reached another dead end. He let out a groan and fell onto his back.

"Some shortcut that was…" He muttered. He looked up towards the sky, watching as one of the birds he had heard before fly above him, circling around him, but not in the way a vulture would circle their prey. It circled over him, as if to tell him not to give up, to keep going towards the end, "Easy for you to say, you've got wings!" His eyes widened as he reached a sudden epiphany and pushed himself up, "…Which is just what I need." The bird flew a little closer, and with a little luring, Lion-O got the bird over to him and he jumped on its back, making it take off into the air above the maze. He smirked to himself, "She said I had to win, but she didn't say I had to do it alone." Now he had a bird's eye view of trial before him, and he could see where the key was resting on one tall, particularly thick briar vine. He flew the bird in the direction of it and he grinned widely, believing that he had won. He heard the familiar sound of Cheetara's footsteps and he looked back to see she was quickly catching up to him. He pushed on the bird, "Come on… Faster. Faster!" The bird flapped its wings in accordance with his orders and flew quicker. He and Cheetara reached the small clearing where the huge briar branch waited. The bird flew closer to the branch as Cheetara began to climb up it. Lion-O let out a cry as he jumped off the bird and dove for the key, grabbing it in his gauntleted hand as he fell to the ground. He rolled on the grassy floor before coming to a stop.

Not-Cheetara ran from the branch and skidded to a halt in front of Lion-O just as he got up, "You win." She said simply, smiling.

"Or to put it another way," Lion-O said with a grin, "You lose."

"Well, my goal was to teach you a lesson," Cheetara said, "So, actually… I still win." Lion-O frowned and the Not-Cheetara grinned at him.

A portal opened up beside him and Lion-O placed the key inside, turning it. The portal grew again, and he jumped through it, getting onto the next trial.

* * *

><p>Leanne grunted as Atticus pulled the ropes around her body to tighten them, squeezing her.<p>

"What's the matter?" He asked mockingly, "Too tight?" Leanne looked up and glared at him, setting her jaw. "Good."

"I don't want you squeezing the life out of her." Lucas scolded him, "I need her alive. Suffocating her won't help any." Atticus let out a snort, but said nothing as he moved away. Lucas walked over to Leanne, a smug grin on his features as he looked her over, his hands stuffed into his hoodie pockets where the Jewel of Omens rested. "Now, Leanne," He squatted down to be at her eye level, "You're going to be a good girl whether you like it or not." He reached out his hand, and Leanne jumped back, from him. Lucas scowled and grabbed her neck. Leanne let out a choking sound, and he slightly loosened his grip. Leanne knew what was coming next. It was whatever he did to her before that caused her such great pain.

To try and buy some time, she blurted out, "Who's Elizabeth?!"

Lucas froze and looked up at her with wide eyes, unable to believe what she had just said. His grip on her neck tightened, and she choked again, "How the hell do you know that name?" He growled through his teeth.

"I… I saw her…" Leanne said, struggling to speak with his hand around her throat, "In a vision…You were… visiting her… She was…" She gasped for air, "Sick…" Lucas's grip tightened around her throat and her eyes went wide as her air supply was cut off entirely.

"_You accessed my memories?_!" Lucas snarled. Leanne could only let out a pathetic squeak in response, "You little bitch! You had no right!" Leanne's eyes began to water from her lack of air and her mouth gaped open, trying to get in some oxygen. "How _dare_ you try to search my mind!" Lucas released her neck only to hit her across the face. Leanne fell to the floor of the hovercraft, coughing and gasping for air, her chest rising and falling rapidly as she tried to take in as much air as she could.

"I… didn't mean to…" She coughed out, "It just happened…" Lucas glared at her and stood up.

"I can only assume that's the way your power tries to show itself." He said, he pulled the Jewel of Omens out of his pocket, "But without this, you can't do a thing." He stuffed it back into his pocket and turned around, facing the front of the hovercraft beside Slithe as Leanne took her time to breathe. The lizard general looked at Lucas with a raised eyebrow.

"You're not going to continue what you started?" He asked curiously. Lucas glanced at Leanne, then looked back to the path the hovercraft was taking.

"There'll be plenty of time to extract her power later on." Lucas said, "I don't need to do it now. Besides," He eyed Kanar and Atticus, whose attentions were elsewhere, "I don't want either of those lunatics to end up breaking my concentration."

Slithe only let out a grunt in response to him. He turned to the driver and told him to speed up. They needed to get to Mumm-Ra's lair quickly to give him the two halves of the War stone that he needed.

Lucas looked back at where Leanne lay, watching her catch her breath. He swallowed down the guilt he felt for putting her in such a state and turned his attention back to the desert as they flew over the yellow dunes.

* * *

><p>Lion-O went through the portal to a familiar, yet unfamiliar setting. He looked around, somewhat recognizing the styles of the homes that sat along the paved road he stood on. They all had lawns and driveways, and the style was something that didn't exist on Third Earth, or at least, any style that he had seen.<p>

"This is…" He looked around with wide eyes.

"My world." Another voice finished. He looked to see Leanne leaning comfortably against the wooden fence of one the homes. "I thought it was appropriate, seeing as how you had seen the area before." She pushed herself up from the fence and walked over to him. "I'm surprised you were able to recognize it so quickly."

"You don't forget a place like this." Lion-O said, turning to her. The Not-Leanne smiled.

"No, I guess you don't." She said, looking around at the homes for a moment before looking back at Lion-O. She noticed how he looked ready to do anything and she grinned, "You don't have to worry about overexerting yourself. This trial is all about your knowledge." She pointed to her head, "The knowledge you have as a king, as a friend, and as Lion-O in general. I'm just going to ask you three different true or false questions, and you answer them with the knowledge you have. Simple, right? But," She pulled out the key he needed, "In order to get this, you need to get all three of them right. No second chances, your first answer is your only answer. Got it?"

Lion-O nodded. "Ask away." Leanne smiled.

"Then let's begin." She said, tucking the key away. She giggled, "I feel like there should be some kind of dramatic music." Lion-O lifted an eyebrow at her and she dismissed it with a wave, "Never mind. Don't worry about it." Her smile fell and she became more serious, "The best thing to do when confronted with a single enemy soldier is to fight him, beat him, and make him your prisoner, true or false?"

"A question like that right off the bat?" Lion-O asked, "Isn't that one more opinionated than fact?"

"This question is for you as a king." Leanne said, "You need to answer it if you want to move forward." Lion-O paused to think for a moment, then looked at her.

"The answer is false. The best thing to do is to show him that the enemy he's fighting isn't what he thinks. It's better to convince him to desert the army and return home to his loved ones than battle it out." He said.

Leanne smiled, "Very good. Now, this next one has more to do with your memory of your friends than your leadership as a king."

"Why is that important?" Lion-O asked.

"Because it's just as important for a leader to look out for his subjects as it is to look out for his friends." Leanne said, "Now, The kittens' favorite thing to do is chow down on candy fruit, true or false?"

"That's easy. False." Lion-O answered right away. "Their favorite thing to do is talk about El Dara and how when they find it, they're going to be the richest cats on Third Earth."

Leanne smiled, "Good. You got it right. Now, this question is for my personal reasons. Would you help them find El Dara?"

"Help them find it?" Lion-O said, "It's just an old legend. No one knows if it's true or not."

"Technology was the same way not too long ago, wasn't it?" Leanne asked. Lion-O paused at her words and she grinned, "Well, I guess you can worry about that after your mission. Now, this is the last question, and your last chance." Lion-O nodded, waiting for Leanne's final question, "You need to tell me whether this is true or false, and this one's kinda difficult, so you need to give me an honest answer."

"Fine, I'm ready." Lion-O said.

"Did you still have feelings for me when you said that 'we were a bad idea'?" Lion-O froze at her words, looking at her with wide eyes, "Remember, you only get one shot to answer."

Lion-O was still, thinking about when he had said that to Leanne, what had been going through his mind at the time. He looked the Not-Leanne straight into her eyes and said, "…When I saw you with Tygra, it hurt. I felt like I couldn't trust you anymore, so I stopped the relationship."

"You still haven't answered my question." Leanne said. "Did you, or did you not have feelings for me?"

"…I did." Lion-O answered.

Leanne smiled, "And you're being completely honest with me?"

"Yes." Lion-O said.

Leanne tossed the key to him. "You know, I would have accepted 'I don't know' for an answer for that one."

"You said you wanted an honest answer." Lion-O said.

"Which is the best kind of answer." Leanne said.

Lion-O looked over the key then back at her, "So, is this the end of trials?"

"Not quite." Not-Leanne said, "You're only about halfway through. Good luck, Lion-O." She went over and gave him a kiss on the cheek. "You're gonna need it."

A portal appeared beside Lion-O, and he placed the key inside it. The portal grew again, and he jumped through, heading onward to the next trial.


	24. Trials of LionO: Part 2

23

The ThunderCats hid themselves behind a dune that was near Mumm-Ra's temple. The skies were dark and stormy, and the clouds seemed to swirl around the top of it ominously, as if warning anyone that dared to travel this far into the desert that they were about to meet a fate far worse than the desert could ever give them. Around the temple, they could see lizard hovercrafts patrolling the area, but not much more because of their distance from the temple.

"Mumm-Ra's temple…" Cheetara murmured, looking at it in a sort of fearsome awe, "It's even scarier than I thought."

"I nearly died in that pit, thanks to Grune." Panthro said, he turned to Tygra, "You sure you want me to help us get in? Getting _out_ was hard enough."

"I don't like it either, General." Tygra said, "But we have to save Leanne and get the Sword of Omens back."

Panthro nodded solemnly, "There's an air shaft on the other side. Dangerous, but it's your call… King." Tygra picked up a scope and looked through it, seeing that the hovercraft patrol wasn't the only thing outside the temple, there were also plenty of armed lizard guards surrounding the outside.

"We need to take out the guards." He said to Panthro, who nodded and jumped over the dune they had been hiding behind, going to do as Tygra had asked.

Cheetara looked over at Tygra, and saw the grim expression on his face, "You okay?"

"I always told him _I_ should be king…" Tygra murmured, he looked away from her, "I never wanted it like this."

"The only thing we can do now is finish the job he started." Cheetara said gently, before she stood up and ran down the dune, going to join Panthro. Tygra soon followed her, and WilyKat was about to, when he noticed that his sister and Snarf were not with him and he looked to see WilyKit doodling on a rock with Snarf sitting at the top of it, watching as she drew it.

"Again?" Kat asked, going over to her, "This is like, the tenth rock that you've drawn that on!" The doodle itself wasn't much, just a smiley-face with a crown, but WilyKit had been drawing it since they escaped from the lizards.

"If I don't leave him a trail, Lion-O will never be able to find us." WilyKit said as she drew a mouth on her smiley-face.

WilyKat looked at his sister sadly, "Kit… Lion-O's gone."

"Didn't you learn anything from the elephants?" WilyKit asked him, "Death is only the beginning. As long as Lion-O still has his soul, he has a chance. _We_ have a chance." WilyKat smiled, glad to see that his sister's determination hadn't been diminished by Lion-O's death. It seemed to have grown stronger instead. She stood up and the twins followed the others to go and dispatch of the guards.

* * *

><p>Leanne was silent as she was pulled by the arm into Mumm-Ra's lair. She recognized it from her time in the Book of Omens. In the middle of the room sat something she didn't recognize. It looked like some kind of giant, eerie mirror, and it made her very uneasy just to look at it. Even without her magic powers on hand, she could sense that the strange mirror was filled with all kinds of dark magic.<p>

"Lord Mumm-Ra," Slithe knelt down before his master and Lucas did the same, dragging Leanne down with him. Kanar and Atticus also knelt before him, but Leanne had a feeling they only did it because they had to, not because they respected him.

"General Slithe," Mumm-Ra greeted in return. He gave a motion for him to stand up, and he did, "How did our outing fair?"

"Most well, my Lord." Slithe said, pulling out the Sword of Omens as Lucas pulled the Jewel of Omens from his pocket, "Both halves of the War stone are present and ready for you."

"We also have a little prisoner!" Kanar said in his insane glee, grasping one of Leanne's shoulders with one hand, and using the other to cradle her face, slightly squishing her face with his claw. Leanne growled and shook him off her with an elbow to his gut.

"Don't touch me!" She snarled at him.

"So I see." Mumm-Ra said, he began to walk down towards them. Leanne stood up defiantly, glaring at the demon, while the others took a few steps back. She stood her ground until Mumm-Ra was standing before her in his sickly, cloaked form. He smiled at her in a way that made her think he was toying with her, and he probably was, but she still glared at him, her jaw set tightly. "Do you not fear me, girl?" Leanne said nothing. "Whenever we meet, fear has always flooded your veins. You stand tall, but truly, you quake." Leanne would be lying if she said she didn't feel some level of fear for the demon before her. Her heart was pounding in her chest, and she could feel her hands becoming clammy, but she did not back down. "Humans have always had a quality of… cowardice in them."

Taking in a deep breath, Leanne looked him straight in his red eyes and said in a very calm voice that surprised most others in the room, "I am not afraid of you. Not anymore."

Mumm-Ra only let a small chuckle slip out. "Then perhaps you fear something more?" He reached for her arm, and Leanne jerked it back on instinct, but not fast enough for Mumm-Ra to scratch her arm. Leanne muttered a curse in her pain before looking down at her arm, seeing the scratches he had left, and how they were bleeding. Her mind immediately flashed back to that night as a child, and she closed her eyes tightly, bringing her arms against her chest, hiding the blood that began to drip down her arms. She heard Mumm-Ra's dark chuckle again and she glared at him. "I still remember your moment in the Astral Planes, when you were so afraid, you couldn't even stand."

"That was the Astral Planes." Leanne said, "This is the real world. You can't manipulate things around me like you want. Not here."

"True." Mumm-Ra admitted, "But that does not mean I cannot make your worst nightmares a reality." He took a step back and began to walk towards the mirror, he looked back at her and beckoned her over to him. When she didn't move, Lucas pushed her forward. "Look here." Mumm-Ra waved his hand across the mirror, showing Third Earth and all the destruction that had come to it in recent years. After a moment, it turned into Leanne's neighborhood, and she saw homes that were demolished, and bodies lying on the ground. She turned away from it, not wanting to see it. She knew it was all fake. Just an image created by dark magic. "Soon, this will be the destruction of the old world, and the beginning of the new one."

"Not if the ThunderCats stop you." Leanne said.

"And how do you plan to do so, when the king is gone?" Mumm-Ra asked, Leanne looked away at the mention of Lion-O's death. Mumm-Ra only smiled. "Well, it is no concern of mine, I suppose. I have both the Sword of Omens, and the Jewel of Omens." He walked over to where Slithe and Lucas still stood, looking at the two objects in question. He reached for them, but the spell that protected them forced him back with a small, yet powerful red zap. He let out an angry hiss and moved his clawed hand away. He looked over at some of the lizard soldiers, "Take her away. Lock her in one of the cells."

"Yes, My Lord." One of the lizards said, saluting him before they came over to Leanne and started dragging her away. Leanne struggled against their hold, glaring at everyone whose eyes she happened to meet.

Soon, she was pulled out of the room, and everyone turned their attention back to Mumm-Ra.

"Take these to the spell castors. Have them form the circle and remove the spell that binds them." He ordered Slithe, who nodded.

"Yes, My Lord." He said, "But… I believe there is something you should know."

"We will discuss it later." Mumm-Ra said, he turned to Lucas, who jumped when he realized he had the demon's attention, "Now, seeing as the bearer of the Jewel of Omens is in our… 'care,' I will hold up my end of our bargain."

"Thank you, Lord Mumm-Ra." Lucas said, he put the jewel back in his pocket, "I'll make sure this gets to your spell castors." Mumm-Ra waved him away and Lucas left the room. Once he was gone, Slithe turned to Mumm-Ra.

"My Lord," he began, "I thought it best for you to know that—"

"I'm aware of what Lucas is capable of." Mumm-Ra interrupted, "I saw him holding the Jewel so easily. Why do you think I allowed him to be a part of us so easily?" Slithe was stunned by his master's insight. "This boy has great potential, and the Ancient Spirits of Evil can see him being of great use to us, if he continues on this path."

"…'If', My Lord?" Slithe asked.

"His loyalty is not guaranteed." Mumm-Ra said, he turned to Slithe, "Make sure he remains with us in the future. We do not want to lose such a valuable asset."

"Yes, My Lord." Slithe said, bowing his head.

* * *

><p>The next portal opened up into a place Lion-O recognized right away, the Thundera throne room. It looked just like he remembered it.<p>

"Not the first time you've kept someone waiting in the throne room, Your Majesty." A voice said. Lion-O looked ahead of him to see Panthro standing in the middle of the throne room, next to an hourglass that was half his size. "Stakes weren't so high when you were ditching sword lessons as a cub."

"Back then, I didn't want to be king, Panthro." Lion-O said, walking towards him. Panthro stood on one side of the ThunderCats crest, and Lion-O stopped on the opposite side. "Guess I never thought I'd have to be."

"No choice now." Panthro replied, "So let's see what you picked up along the way." He picked up the hourglass and flipped it over, making it so the sand would begin to fall, "This is a trial of strength." He stepped into the ThunderCats crest, "All you've gotta do is get me out of this circle before the sand runs out."

Lion-O looked at the Not-Panthro with wide eyes. "But you're three times my size!"

"Yeah, I noticed." Not-Panthro said with a small smirk. He gestured to the hourglass, "Better hurry, Your Majesty. I'm not getting any smaller." Lion-O did the first thing that came to mind, and tried to jump up and kick him down. Not-Panthro easily caught his foot and threw him back down on the ground. Lion-O skidded across the floor for a small moment before moving to get up.

"These trials are going to kill me… again." He muttered to himself. He charged at Panthro and tried to tackle him, grabbing hold of his waist to try and push him down. Panthro lifted up his arms and slammed them down on Lion-O's back. Lion-O fell to the floor with a pain-filled grunt. He quickly got back up and charged at Panthro, only to have him punch him back onto the floor again. Lion-O pushed himself up and tried again, but Panthro deflected him with a powerful kick.

"Tick tock, little king." Not-Panthro said. Lion-O got up and ran at Panthro, grabbing his sides and trying to push him back, but only succeeding in dragging his feet across the floor in trying.

"This test is impossible!" He said as he kept trying to push Panthro back, "_No one_ can get you out of this ring!"

"If that's what the king says, then it must be so." Not-Panthro said, before grabbing Lion-O, picking him up, and throwing him to the ground. Lion-O groaned in pain. This test really was going to be the end of him. He glanced at the hourglass to see that very few sands remained inside. And at the rate this was going, he was never going to be able to get Panthro to move. Some king he turned out to be.

"Wait a second…" He stood up and faced Panthro, "I _am_ the king. And _you're_ my subject, General." How did he not see this before? As if Panthro hadn't dropped enough hints about his status already. Considering how much time was left, and how much strength he had, it was worth a shot, "I order you to get out of this circle!"

The Not-Panthro smiled and bowed to him, "As you wish, My King." Panthro moved back out of the circle just as the sands in the hourglass ran out.

Lion-O smiled at his victory, "I thought this was gonna be a test of strength."

"It was." Not-Panthro said, "And you're greatest strength is as a leader." He walked up to Lion-O, key in hand, "Try not to forget it." Lion-O took the key from him and nodded. He walked away as the portal appeared before him. He put the key inside and the portal grew slightly larger. He looked back at Panthro before he left, moving on to the next trial.

* * *

><p>It didn't take long for the ThunderCats to take down the guards that stood in their way, what with Tygra's stealth and Cheetara's speed, as well as Panthro's strength, they were able to disable the guards before any of them could even get a chance to call for help. Panthro brought the last two guards over to a small pile they had made and dumped them onto it. Now, the only obstacles that lay before them were what lay inside Mumm-Ra's temple.<p>

Panthro went up to the wall, pressing against a small part, making it sink in. The button activated a greater mechanism that lit up that side of the wall in a red light, and a small triangular door opened up to them. After checking to make sure no one was nearby, they all ran into the temple.

"So far, so good." Panthro said as they ran down the hallway.

"Our plan just may work after all." Tygra said.

Suddenly, as if to prove him wrong, an alarm went off, buzzing again and again. Tygra cursed under his breath when he heard it. They all soon heard the sound of lizard guards approaching and ran to try and hide in the hall where they had come in.

"Now what, king?" Cheetara asked him, wondering what their next course of action should be.

"Just… Just let me think." Tygra said, his mind began to race. What was he supposed to do now? He hadn't thought this far ahead. The only thing they could do is fight back, but in this place, reinforcements would come faster than they could imagine. His brows furrowed, trying to come up with a good plan to at least get away from them without having to leave the temple, but nothing came to his mind.

WilyKit could see how hard he was trying, and knew she needed to do something to help.

"Don't worry, I got this." She said, pulling out her instrument and running out in front of the lizards. She began to play a sweet melody on the instrument, and very soon, the lizards' eyes were drooping, and they all began to feel relaxed, almost to the point where they were about to fall asleep. The Cats took this moment and ran past the lizards.

"Nice work, Kit." Tygra praised as they dashed by, WilyKit joining them not long afterwards, still playing the tune until they were all safely out of sight of the lizards. Once the music had stopped, they all jumped awake, shaking their heads of the sleepiness in them. They went to check the opening and saw nothing.

"Just a false alarm." The one in charge said, "Everyone return to your posts!" They stopped the noise after deeming the area secure, and shut the opening so they wouldn't deal with this problem again.

* * *

><p>Leanne let out a grunt as she was suddenly shoved against the wall of one of the prison cells in Mumm-Ra's temple, Lucas's hand at her neck. Her hands were still bound, and he had already given the Jewel of Omens to the spell castors. Now she was completely at his mercy. She struggled against his hold as he choked her slightly.<p>

"Sounds like the lizards found your friends." Lucas said, now that the alarm had stopped, it meant that they had taken care of any problem. Leanne couldn't give the reply she wanted with his hand around her throat. "Now, to finish what I started." Leanne's eyes widened as she saw that same wisp of a tentacle come out again and reach her throat. She struggled as hard as she could when she felt it go underneath her skin and move around inside her. Lucas held her still as it wrapped around whatever it was that he had been trying to get ahold of the first time. She felt Lucas slowly beginning to take bits and pieces of it, and she opened her mouth to scream, but nothing came out. She felt horrible pain throughout her entire body and she did her best to try and get out of his grasp, but Lucas held her to the wall. Tears welled up in her eyes and began to trail down her cheeks as she tried to get away. She could feel herself slowly and steadily becoming weaker and weaker as Lucas continued. Lucas kept his gaze on his hand the entire time as he did this, and Leanne took in a deep breath, finding the strength to speak.

"If you're… going to kill me, at least… have the… decency to look me… in the eye!" She rasped out. Lucas looked up at her, looking straight into her eyes as she had asked. She saw him flinch slightly when they made eye contact. He looked back at his hand, focusing on that again. Leanne could see it was getting to him, and used as much strength as she could manage to say, "_Look at me!_" Lucas looked up again, and suddenly closed his eyes. He yanked his hand away, and Leanne fell to the floor, coughing. Once she was able to breathe again, she looked up from where she lay over at Lucas, who was standing a few feet away from her, running his hand through his bleached hair. His back was to her, so she couldn't see the expression on his face.

There was a beat of silence, where Leanne kept laying on the ground, catching her breath, trying to recover from the ordeal she had just gone through, and Lucas simply stood up, not saying anything, not doing anything. He was just silent.

Finally he began to walk and went out of the cell. He pressed a few buttons on a small pad next to the outer wall of the cell, and an iridescent, lavender colored screen moved over the entrance. He looked back at Leanne, who returned his gaze. From there, she could see something she didn't expect to see in him. In his green eyes, she saw someone who was torn, someone who was trying to make a very hard decision. Whatever he was just doing, she realized, wasn't for him. He was trying to take her life for the sake of someone else.

"I wasn't trying to kill you," Lucas began, "I was trying to take your power. I need it, Redoric. And I'll take it any way I can." Leanne didn't reply, and he turned away, walking to another place and out of the prisons, "I'll be back in an hour to go again. I just hope you're ready for it." She heard the hiss of the doors to the area outside the prisons closing.

She took a deep breath in and out, feeling relief from being away from Lucas. Suddenly, she felt something bubbling up in her throat, and she coughed it out. At first, she thought it was vomit, but when she looked at the red substance that had come out, she saw that it was her own blood. Her eyes widened, her mind flashing back to that night again. She closed her eyes tightly and turned away, crawling away from the small puddle that had formed. She tried to get out, but as soon as her hand came near the lavender colored gate, it zapped her hand and electrocuted her. She let out a cry of pain and pulled her hand back. She lay there, on the floor of the prison cell, listening to the silence of the world around her as she tried to come up with a plan of escape. She trusted Tygra and the others to come and get her, but she didn't trust them to get her out, not without Lion-O.

_Lion-O…_

Leanne let out a sob. Now that she was alone in such a place, she had the freedom to cry and mourn all she wanted, and so she did.

* * *

><p>Lion-O stepped out of the portal to his next challenge. He recognized the area instantly, the tall branches curling out of the pool of water, with the bell resting at the top of the tallest branch. The seats of the stadium were all empty, and the sky was dark, as it would have been when the stadium was open to the public.<p>

"This looks familiar." He muttered as he walked in.

"It should." A voice said, Lion-O looked up to see Tygra sitting on one of the branches, "You lost to me enough times in this arena."

"I was a kid then." Lion-O said, trying to defend himself, "I'm stronger now."

"True." The Not-Tygra relented, "But strength had nothing to do with it. It was always the _mental_ aspect of the game where I had the edge." Lion-O growled lowly in his throat in anger, "Let's see what you can do now." Tygra stood up, gesturing to the bell, "Beat me and you'll get the final key, and your life back." Lion-O nodded. They both moved to the base of the branches, ready to start the race. Lion-O looked over at Tygra, who started running a second before the horn sounded, signaling them to go. He took off up the branches, keeping up with Not-Tygra. Once they had gotten up a little higher, Lion-O jumped over, planning on knocking Tygra into the water, but instead the tiger disappeared before he could grab him and he fell down onto another branch. He easily regained his footing and looked around for the Not-Tygra, but suddenly felt something wrap around his ankle, most likely Tygra's whip, and yank it up, making him fall further down onto another branch. He looked up to see Not-Tygra reappear with a confident smirk on his face. Lion-O's insides boiled in anger and he started running up the branches with great energy, eager to knock that grin off his face. He ran up to the top of one of the branches and started running towards the bell, thinking he had won, but he was knocked back by a hard punch to the face.

He plummeted down into the water, and when he came back up, he glared at where Not-Tygra was standing, "You're gonna pay for that!" He growled as he swam back to the branch base.

"There's that famous temper again." Tygra called down to him. Lion-O sighed to try and calm down and he looked up at Tygra.

"I see where this is going." He said, "This trial is about controlling my emotions." He narrowed his eyes slightly, "You always loved to make me mad."

"Because it was so easy." Not-Tygra replied.

"Because you wanted what I had!" Lion-O snapped back, "That's why you had to be better than me at everything!" His fur began to bristle in his anger. "It was so everyone could see that the crown was going to someone who didn't deserve it!"

Lion-O started running up the branches again, fury fueling him. Apparently, trying to calm himself down had only made him angrier, and he was ready to use that renewed energy to really punch Tygra across the face. Tygra waited patiently at the branch at the top, and when Lion-O reached him, he made a fist to finally sock him like he wanted to, but Tygra beat him to the punch, literally. Lion-O fell back and grabbed onto another branch to stop himself from falling into the water again.

"Maybe I thought I would be a better king," Not-Tygra called down to him, "But I wasn't the only one!"

Lion-O glared up at him, "You think Father believed it, too?!" He snarled. He quickly jumped up and climbed towards him. He made another fist and made to punch him again, but he disappeared before he could land the hit and Lion-O fell back down into the water.

Not-Tygra reappeared again, looking down at where Lion-O had landed, "It wasn't Father I was talking about. It was you. And it appears you still believe it." Lion-O's eyes widened when he saw Tygra jump up and ring the bell, signaling his victory.

He went over to the side of the pool and got out of the water, a solemn frown on his face as his failure set in. There was no chance of him coming back, he was dead. He couldn't complete the mission, and he couldn't help his friends. He looked up when Not-Tygra appeared in front of him with a grim expression on his face. He stood up to face him, and he handed him a black key that bore the face of a red-eyed skull.

"I'm sorry." He said. A portal appeared near Lion-O, and he stepped towards it. He held the key in his hand, looking down at it. He was tempted to not go through the portal, hanging onto the tiny chance that he might be able to live again if he challenged the Not-Tygra again. But he knew that he wouldn't allow that to happen. There were no second chances. No, these trials were a second chance, and he just blew his. He closed his eyes in reluctant acceptance as he placed the key into the hole in the portal and turned it. The portal expanded and Lion-O gazed at it for a moment, contemplating what he could do before he stepped through it, going on to what was waiting for him in the afterlife.

* * *

><p>Tygra crawled through the ventilation shaft, the other Cats just behind him. They kept going until they reached a grate that let them look into another room. They saw Mumm-Ra with his generals and Lucas all standing in a circle that was made by a large group of lizard spell castors who were all chanting in an ancient language that no one understood. In the very center of the circle rested a platform where the Sword and Jewel of Omens rested before Mumm-Ra.<p>

"At long last," Mumm-Ra said, "The king of the Cats is dead. And the Eye of Thundera will be mine once again! And this time, no spell will keep me from the stone." He eyed the two red stones that both items bore, "For within these walls, my powers are _immeasurable_!" He raised up his hands and began to chant. Lucas's eyes widened when he recognized the words, and he felt a sharp chill down his spine when he realized he was speaking in the old language of the warlocks. The Cats, of course, don't realize this and watch from above.

WilyKat moved around, trying to get a better look at what was happening, "I can't see anything. What's going on?"

"A thousand bad things, kid." Panthro responded.

"I don't see Leanne anywhere." Cheetara said, she turned to Tygra, "What do you want to do?"

"Drop in for a surprise attack." Tygra said.

Everyone's heads turned to him in shock. "And land in the middle of trouble?!" Panthro whispered sharply.

"It's not a perfect plan, but we owe it to Lion-O to try." Tygra said, he stood up and kicked the grate away, pulling out his whip, "ThunderCats! _Ho_!" The others followed him soon enough, bearing their own weapons.

"Keep them from the Sword!" Mumm-Ra ordered once he saw them. The generals and the spell castors all went to fight. The generals letting the castors go first, to see if they could do anything. They didn't. The castors were all easily taken out by Cheetara, Panthro, and Tygra, their weapons helping to take out a few at a time. Mumm-Ra growled, seeing that they weren't helping. "You were fools to come here! _Lucas!_" Lucas stepped forward, his eyes glowing a bright green as he lifted up his hands, a sort of green lightning surrounding them. Different beams of light shot out of his fingers, zapping all of the Cats. They fell to the ground soon after. "No more delays! Take them to the cells. I'll deal with them once I've destroyed the sword and the necklace." The spell castors did as he asked and began to drag the Cats away.

"…We bought him some time." WilyKit said to her brother.

"Bought who some time?" WilyKat asked, "No one's coming to save us." Two of the castors came over to them and picked up the kittens, dragging them away with the others.

* * *

><p>The group was thrown roughly into the cell, and were quickly sealed away. "Enjoy your stay." One of the guards said mockingly as he walked away. The doors to the hall outside the prisons slid shut with a hiss, and the Cats looked around their cell, unsure of how they could get out. Tygra stood up, heading to the door of the cell, looking through the lavender colored gate. He looked around the room, searching for any weak points they could use to their advantage. His eyes wandered to the cell across from them, and his eyes widened when he saw someone lying on the floor of the cell.<p>

"Leanne!" He called out, the other Cats' heads shot up, and they all went to the gate to see their friend lying on the floor of the prison cell across from theirs.

"You alright, Lee?" Panthro called to her. They watched as Leanne lifted her head slightly, and gave them a weak smile.

"Hey, guys…" She quietly called back to them, lowering her head back down, "I'd wave to you, but I don't really have the energy right now…"

"Are you okay?" WilyKit asked, worried for her.

"What happened to you?" Cheetara asked, looking over her appearance, noticing that Leanne was definitely paler than she had been, and in the corner of the prison cell, she could see a small puddle of blood.

"…Nothing major." Leanne said after a moment, her voice slightly raspy, "I think I'll be oka—" She started coughing again, and a small amount of her blood splattered out onto the floor and on the front of the gate. The others looked at her concernedly, "Um… it might take a while for me to get better…"

"Who did this?" Tygra asked.

"It was… Lucas." Leanne said, "He said he was taking my power…"

"Looks like he did a lot more than that." Panthro growled angrily.

"We'll get you out of here." Tygra promised.

Leanne looked up at him, giving him a small smile, but said nothing else, and that worried him.

The door to the cells suddenly opened, letting in two people.

"I don't remember asking for your thoughts on this matter." Lucas said to Kanar, "This is my hostage, and I'll do with her as I please."

"I just think it would be more fun if you let me have her." Kanar said as they walked to Leanne's cell, just in front of the number pad that would open it.

"You're idea of 'fun' is _torture_ for the average person." Lucas snapped as he punched in a few numbers into the pad, opening up the cell, "The only reason you came with me was to see if I could make her scream again."

Kanar laughed a little, "Maybe." Lucas rolled his eyes.

Lucas went over to where Leanne lay on the floor, "Come on, you. Get up." When Leanne didn't move he crouched down, "I said get up!" When he reached for her, Leanne shot out her hand to touch the skin of his wrist and held on. Suddenly her eyes became filled with a vision.

* * *

><p>Lucas was pushing the wheelchair of the same girl Leanne had seen before, little Elizabeth. She was wearing a small pink jacket over her nightgown, smiling at the sight of the bright flowers that passed her by as Lucas went through a garden.<p>

"It's so pretty today!" Elizabeth said happily as Lucas pushed her through. He smiled at her.

"The weather man said today was just gonna be sun and fun." Lucas said, "So we're going to enjoy it." Elizabeth smiled up at him from her chair. They came to the end of the stone pathway that Lucas had been pushing her on. Elizabeth's smile fell a little as she looked out to the rest of the small garden that had been made in someone's backyard, looking out at the flowers at the other end of the yard. Lucas followed her gaze and looked at her. "What is it?"

"Mum said she planted some new azaleas last week…" Elizabeth said, "I thought she would have planted them closer to the door." Lucas looked back at the flowers then walked in front of her with a smile.

"Well, then let's go see them." He said, Elizabeth looked at him in confusion.

"But we can't move the chair through the grass." She said.

"We're not moving the chair." Lucas said, and he suddenly swept up the little girl in his arms and she let out a startled laugh. She wrapped her arms around his neck as he held her princess-style. He shifted her a little in his arms to make her more comfortable and she giggled as he carried her over to the flowerbed. He placed her down on the ground beside the flower bed, being very careful when he did so. She smiled and reached out for the flowers.

"They're so pretty." She said happily. Lucas crouched down next to her, watching as she picked one of the flowers and held it in between her hands. Lucas watched as she closed her eyes, her small lavender talisman glowing as she used her magic to lift it up, making the bloom of the flower hover in her hands. She smiled up at Lucas, "I've been practicing!"

"I can tell." Lucas said, bringing his hands under hers. He closed his eyes, concentrating, and Elizabeth watched with wide eyes as the bloom transformed into a much larger, much more exotic flower. Lucas smirked as he added in a few magic wisps of light around the flower. When it was done, the azalea bloom had turned from pink to purple, with an appearance more similar to that of a lily. Elizabeth looked up at Lucas and he smiled, "And so have I." She smiled widely at him.

"Can you do it again?" She asked excitedly, Lucas chuckled a little.

"Only if you keep smiling for me." He said, pressing a small kiss to her forehead. In return she gave him a big smile, showing him all her teeth. He laughed again and got up, going over to another part of the garden and picking a few more of the azaleas to change again. When he felt he had enough, he stood up and turned around to see Elizabeth had collapsed on the ground. Immediately, he dropped the flowers and ran to her, seeing that she was a bit pale, and her eyes were closed, "_Lizzie_!" He gently shook her a little, "Lizzie, wake up!" He patted the side of her face, but that didn't do anything. His heart began to race in worry, and he quickly picked her up again, running towards the house, calling, "Aunt Laura! Help!" The back door to the house opened by a woman, but before Leanne could make out her face the vision disappeared from her sight.

* * *

><p>She looked up at the furious face of Lucas, who held her wrists tightly in his hand. "I know what you're trying to do." He growled, "I told you. You have no right to search my mind! My memories are mine and mine alone!" Leanne didn't say anything, and he glared at her, throwing her hands back down. "Now get up." He stood up, waiting for her to do the same. She didn't do anything, she remained on her back. Not that she could get up if she wanted to, she was still very weak. She kept her silver eyes on Lucas, wondering just how someone who had acted so sweet around that little girl could be so cold and demanding now. She saw him step back, shifting uncomfortably. "Stop looking at me like that." She kept looking at him, and he shifted his weight onto one foot.<p>

"Here, let me fix that." Kanar said, stepping into the cell. He brought up his foot and kicked Leanne in the stomach, sending her flying into the back of the cell wall. Leanne let out a groan once she hit the floor, curling up from the pain. Lucas looked at Leanne with wide eyes, glancing fearfully at the jackal as he cackled happily.

"Leanne!" Tygra shouted from his cell. Snarf let out an angry growl, showing how angry he was at the jackal for hurting her.

"See? Now she's not looking at you funny!" Kanar said, pointing at Leanne.

"Yeah…" Lucas muttered, he walked over to Leanne, kicking her legs, but not nearly as hard as Kanar had kicked her. It was more of a tap, "Get up, Leanne. I'm not done with you yet." Leanne, not wanting to have to get kicked again, pushed herself up, and Lucas grabbed her arm, pulling her along and out of the prison cells, "When Mumm-Ra's done with the Jewel and the Sword, I'll finish what I started with you." Leanne gulped roughly in nervousness.

* * *

><p>Lion-O went through the portal, landing back in the room where this had all begun. The soul of Jaga stood before him.<p>

"You were deemed worthy of another chance, Lion-O." He began, "That chance was given to you, and you failed."

"It can't end this way, Jaga!" Lion-O said, desperation lining his voice, "My mission! The others! They _need_ me!"

"Mumm-Ra has taken them prisoner." Jaga said, "He is going to use the Eye of Thundera to bring darkness down upon the entire world."

"Why are you telling me this if I can't do anything about it_?_!" Lion-O growled. "Jaga, _please_. There must be a way to send me back. I'd give anything!"

"What do you have to give?" Jaga asked him, "You've already lost your life."

"…Then what about my soul?" Lion-O asked him.

"Don't be foolish." Jaga said instantly, "Your soul is your most precious gift."

"If a king should be willing to sacrifice his life for his people, then why not his soul?" Lion-O asked.

Jaga's eyes widened when he realized just how serious Lion-O was about this. "The Spirit Stone can return you to your body, but only until sunrise." He said, "If you spend that time wisely, you may be able to save your friends."

"What happens at sunrise?" Lion-O asked.

"Your soul will depart this world and enter Limbo, where it shall remain for all eternity." Jaga replied, forewarning him of the dangers behind this.

Lion-O looked down for a moment, thinking. Was giving up his soul really worth this? It was his soul, if he didn't have that, he'd have no chance at all to come back. If he didn't take this deal, though… He shuddered to think of what would happen to his friends if they were Mumm-Ra's prisoners. He looked back up at Jaga and said, "Deal."

"Are you sure you understand the consequences of returning to your earthly body?" Jaga asked him. Lion-O nodded. It was better to help his friends and spend the rest of eternity in Limbo, than to do nothing and move on to the afterlife. "Very well." Jaga waved his staff, and Lion-O disappeared from the room.

He was transported back to where his earthly body was under the rocks and the water. He opened his eyes, startled by the fact that he could breathe in the water. He tried to move from under the rocks, but he was still trapped. The Spirit Stone began to glow, and a bright purplish light came from it. It created a dome around him that pushed the rocks up and away from him, and once they were no longer trapping him, Lion-O quickly swam up to the surface, where he took in his first gulp of real air since these events had begun. He looked around, seeing that the moons had already risen in the sky, and before him stood the cliff where he had fallen. He breathed out a sigh.

"Up again." He muttered, "Why does everything always up?" He heard a loud call and looked back to see a large bird come down towards the water and snap up a fish in its beak before flying off. He smirked as he remembered his trials with Not-Cheetara and swam over closer to where the fish were. When another bird came swooping down, he grabbed onto its tail. The bird squawked and immediately began to fly up, and Lion-O held on as it flew up the cliff, "Maybe I'm finally learning my lessons." He said to himself. It was a little ironic, seeing as how those lessons wouldn't really do him any good once the sun rose…

He shook his head of that thought and immediately began to focus on the others, trying to figure out a way to find them and save them. Once the bird had flown high enough, Lion-O jumped off and landed on the cliff. He looked around, searching for any sign of where the others might have gone, and his eyes spied a small drawing on a rock. It wasn't much, just a little smiley-face with a crown on its head. Lion-O crouched down, running his hand across the drawing, knowing that someone had put that there for him to find. He smiled, amazed that one of them still had such incredible faith in him, and got up and ran, going down the path.

He continued to follow the markers that had been drawn for him, until he finally made it to the desert, and soon enough, Mumm-Ra's lair. He knew that somewhere in there, his friends were being held. He was determined to get them out, but first, he needed to figure out how to get around the guards surrounding the place…

* * *

><p>The Cats all sat in their cell, trying to figure out their next move.<p>

"If Mumm-Ra gets the Eye of Thundera, we won't be able to stop him." Cheetara said.

"I don't know what to do, Cheetara." Tygra told her. He looked away for a moment sadly, "I questioned Lion-O's decisions, but in the end they always worked out… Suddenly I'm in charge and we end up in here, and heaven knows where Leanne's gone."

"Will you all stop worrying?" WilyKit said, she looked at the lavender gate of their prison cell, "Lion-O will be here soon, and he'll find a way to get the sword back, and Leanne."

Cheetara looked at the little girl sadly, "Kit… Lion-O is…"

"He'll be here, Cheetara!" WilyKit insisted, "He'll be here!"

Tygra stepped forward, looking at her as Cheetara had. It seemed the concept of death was lost on a child so young, "Kit…"

"He'll be here!" WilyKit insisted again, looking out at the prison cells, waiting for Lion-O to come through the doors and save them.

* * *

><p>Lion-O looked down at the lizard guards as he climbed up the side of the temple. He was surprised none of them had noticed him yet, and it had been fairly easy to sneak past them. Then again, it was dark, and there was a bit of a thick fog around the temple, so he really shouldn't have been so surprised. He continued on, going through an opening someone in the temple had forgotten to close and he slipped inside. Now, he just had to get to the prison cells and free his friends.<p>

It was easy enough, as he still remembered the way from his time inside the Book of Omens, where he had been his ancestor, Leo. He walked in through an opening and looked around, seeing only one cell had been taken, and his friends were inside it. He was about to go to them, when he heard the voices of another.

"How much longer, Slithe?" Kanar's voice whined. "They smell so _good_."

Lion-O looked to see Mumm-Ra's three generals coming down the steps to where the cells were. Thinking quickly, he hid from them, waiting for them to pass by as they argued with one another.

"Lord Mumm-Ra has plans for them!" Slithe snapped, "Do _you_ want to tell him that you ate his playthings?"

Atticus let out a couple of monkey grunts before speaking, "He's right you know. They do smell delicious." Lion-O watched as they walked by him, a plan quickly forming in his head as they walked by one of the empty cells.

"Ah… Everything for Mumm-Ra…" Kanar muttered, he looked at Slithe, "I bet he wouldn't miss one of the kittens."

Lion-O stepped out of his hiding place, and couldn't help the grin that showed on his face as he greeted them, "Hello Generals."

All three turned around with wide eyes to see him, "Lion-O?!" Slithe exclaimed when he saw him.

"We… We saw you die." Atticus said.

"Then your eyes must be as bad as your breath." Lion-O said, carefully and casually walking back into one of the cells. The three generals followed him.

"Brave talk," Slithe said, "But without your sword, you're no match for any one of us."

"So… You wanna do this the hard way?" Lion-O asked as he came near the back of the prison cell.

"Absolutely." Atticus said, a psychotic grin on his face. As they began to approach him, Lion-O jumped up, resting his hands on Slithe's head as he kicked away both Kanar and Atticus, and he used Slithe to give him some leverage as he jumped away to the outside of the cell, and pressed one of the buttons on the pad, locking it up.

"Too bad." Lion-O said, "I prefer the easy way." He walked away from them, ignoring their threats and angry cries as he went to go help his friends.

When he appeared in front of their cell, they all looked at him with wide eyes, and he gave them a warm smile as he opened up the cell.

"It can't be…" Tygra breathed when he saw him.

"Lion-O?" WilyKat asked in shock.

"I _told_ you he would come!" WilyKit cried happily. The twins ran to him and hugged his waist happily. Lion-O smiled and rested his hands on their heads.

"If it wasn't for your markers, I never would have made it." Lion-O said. Panthro walked up to him with a smile on his face.

"It's good to see you again, kid." He said, Lion-O returned his smile. He looked around, the smile disappearing when he saw one missing from their group.

"Where's Leanne?" He asked. Panthro's smile disappeared at the mention.

"Lucas took her away, we don't know where." He said.

Cheetara came up to him, "How… How are you…?"

"Long story, but we don't have much time." Lion-O said, _Or rather, there won't _be_ time,_ he thought. "We have to get the sword back, and help Leanne."

"It's a suicide mission." Panthro said.

"You're telling me…" Lion-O muttered, he looked at the others, "I'd understand if you don't wanna follow me into there."

"We'd follow you anywhere," Tygra said, he smiled, "Your majesty." Lion-O smiled back. That was the first time he had ever called him that without meaning it in an ironic way. Lion-O looked to see everyone was in agreement and they moved out.

Tygra told Lion-O where Mumm-Ra was keeping the sword and the Jewel of Omens, and they carefully moved through the halls until they arrived. The door was guarded, not really something Lion-O didn't expect. He looked to Panthro, "General, the doors, please."

Panthro smiled and pulled out a single bomb, "With pleasure, My King." He used his mechanical arm to reach up high where the guards weren't looking and stuck it on the top of the huge doors, sliding his finger across the small screen, and he pulled his arm back. They all prepared for the oncoming explosion by crouching together.

* * *

><p>Leanne watched with dull eyes as Mumm-Ra continued to chant, his spell castors still surrounding him, before him on a platform rested the Sword of Omens and the Jewel of Omens. Leanne looked to Lucas, who was stone faced as he watched the ceremony.<p>

"You're not doing this for you, are you?" She asked him quietly. He didn't respond, he didn't even make eye contact with her, "You're doing it for _her_. For Elizabeth… right?" He still didn't respond, but he did squeeze her arm a little, and she winced at his grip.

Suddenly, an explosion destroyed the doors to the room, and Leanne looked at it with wide eyes. Through the smoke, she saw someone she thought she'd never lay eyes on again, and they filled with tears as she looked at him, and she cried out, "Lion-O!"

Lion-O cried out, "ThunderCats! _Ho_!" As he and the other stormed into the room. Lucas and the others all looked at them with wide eyes.

"Impossible…" Lucas breathed in shock. Leanne, seeing this opportunity, brought up her elbow from his grasp and jammed it under his chin. Lucas groaned in pain and hunched over, and she brought her hands down on the back of his head, knocking him down on the floor, and knocking him unconscious. She ran towards the other Cats as they stormed through.

"No!" Mumm-Ra exclaimed, "They must not break the circle!" The other spell castors ran towards them, trying to fight them off. But they were easily overpowered by the ThunderCats, their weapons giving them great advantage over the spell castors, who had none at all. Leanne even joined in the fighting once she had been released from her bonds by Panthro. Lion-O walked straight up to Mumm-Ra a murderous expression on his face.

"Mumm-Ra!" He snarled, "You have something of mine!"

"And without it," Mumm-Ra replied, "You will never defeat me!" Lion-O let out an angry growl as Mumm-Ra shed his cloak and began to say, "Ancient Spirits of Evil, transform this decayed form into _Mumm-Ra!_ _The Ever-Living!_" Lion-O stepped back as the demon transformed, his withering body becoming full of life once more, and with all the strength he had in his youth. In his hand he created a ball of lightning and shot it at Lion-O, who jumped away from it before it could hit. He kept firing at the young king, and Lion-O kept jumping back. He landed in a crouch and held up his gauntlet.

"You may have the Sword of Omens, but I still have the Spirit Stone!" He said, the stone in his gauntlet began to glow brightly, "And I am the King of the ThunderCats!" Mumm-Ra fired at him again, and the Spirit Stone protected Lion-O, shielding him from it. He kept the shield up as he ran around Mumm-Ra, still blocking his lightning, until he came to the side of the room. He put the shield down, and deftly ran along the walls, using them as leverage as he jumped away and dove for the sword and necklace. Once they were in his grasp, he held his sword tight in his hands, and looked around to see Leanne trying to fight off one of the other lizards, but wasn't doing much good. "Leanne!" She looked up at him and he threw her the necklace. She smiled as she caught it and held it tightly as she blasted back the lizards with a huge gust of air.

"No!" Mumm-Ra cried, and he ran at Lion-O to try and grab the sword back, but Lion-O used the Eye of Thundera to create a powerful red beam that, even in his true form, pushed Mumm-Ra back. Once it died, Lion-O ran at him, and Mumm-Ra ran away. Lion-O wouldn't let him live so easily. Not when he had so little time left in the world. Mumm-Ra jumped down a long shaft, heading down to another floor. Lion-O still ran after him, letting out a wild cry, but was stopped by a metal hand as an alarm sounded throughout the room.

"Forget him, Lion-O!" Panthro said, holding him back, "We've got to get out of here!" Lion-O glared at where Mumm-Ra had been, but followed Panthro as he had said. They all fled the temple as lizard guards came upon them, firing their guns. They all ran through the doorway, making sure it closed behind them as they escaped the temple and got as far away as they could.

* * *

><p>Mumm-Ra's temple could still be seen in the distance, but the Cats knew that they were safe here. Lion-O looked out at the skyline, seeing that the night was slowly beginning to turn to day, and sadness took over his heart as he realized his time was almost up.<p>

He turned to the others, and looked in surprise as Leanne approached him, an angry scowl on her face. He was about to say something, when she smacked him across the face.

"Okay… I think I deserved that…" Lion-O said, still in shock that she hit him.

"You're damn right you did!" Leanne snapped, "Don't you _ever_ scare me like that again!" Tears leaked out of her eyes, and Lion-O's expression softened. She came over to him and wrapped her arms around him, "I'm so glad you're okay…" Lion-O held her to him pressing her warm body against his, and putting his head beside hers. He held her tight for what he knew was going to be his last few moments. He wanted to remember her. He took in a deep breath as he held her, remembering her scent. He wanted to remember the warmth her body gave him. Maybe it would give him some kind of comfort when he was in Limbo.

"Okay, Lion-O," Cheetara began, pulling him out of his thoughts, "I think it's time you told us what happened to you." Lion-O looked up at her, and then at the ever-brightening sky. He pulled away from Leanne and stepped back. She looked at him confusedly, tears still flowing down her cheeks.

"I'm sorry." He said, "But I have to leave."

"Leave?" WilyKit asked, "Why?" Lion-O didn't answer as the Spirit Stone began to glow.

Soon, Jaga's soul appeared before them, a solemn expression on his face, "Because he has paid the ultimate price."

"…Ultimate price?" Leanne repeated, knowing that something like that normally meant his life… or his soul.

Lion-O looked out on the horizon as the sun began to peak over the edge, "Sunrise… I guess it's time."

"Time to use what you've learned to bring your people to victory as the Reborn King of the ThunderCats." Jaga said with a smile. Lion-O's eyes widened in shock.

"I can stay?!" He asked in surprise, "H-How…?! The Trials…!"

"The Trials were designed to test more than just your skill." Jaga said, "They were designed to test your heart. When you made the ultimate sacrifice to save your friends, you showed what it means to truly be a king." Jaga's soul faded away, and a smile broke out on Lion-O's face as the dawn continued to break through the sky. He wasn't going to die. The mission wasn't over. He could still live! It was the greatest news he had ever heard in his life.

"What trials?" WilyKit asked curiously as she looked up at Lion-O.

"Yeah, what trials?" Her brother asked him.

"What did he mean by 'ultimate sacrifice'?" Cheetara asked.

"What was he talking about?" Tygra asked.

"Where've you been?" Panthro asked. Lion-O held up his hands defensively, trying to stop the bombardment of questions.

"Wait, wait, hang on!" Lion-O said, Leanne reached up and gently placed her hand on his arm. He looked down at her and she looked at him with soft eyes, and a gentle smile.

"Lion-O… Just what exactly happened to you?" She asked him, "We all saw you fall off that cliff… We all thought you were dead." Lion-O put his hands down and gently held hers with a soft smile.

"I guess I'll just start at the beginning," He said, he turned to the others, "When I died."

* * *

><p><strong>Tada! A new chapter!<strong>

**I thought I should upload it now since I'm going to college in a couple days, and I won't be able to focus on writing on much as I'd like to. I hope this chapter satisfies all of you!**

**Also- I broke 300 pages! ^_^**

**This fic is getting so LONG!**


	25. Native Son

24

Leanne sat in the passenger seat of the tank as Panthro drove, looking through the pages of her Nana's diary as they followed the book's directions. They all figured 'Up' wasn't really a necessary direction they had to go right away. It was better for them to find a better way 'up' than just climbing a gigantic mountain. She heard giggles and looked back to see the kittens playing with Snarf. Behind them, Cheetara and Tygra were happily talking to one another, in very close contact, and Lion-O was across from them, taking a much deserved nap. After all that trouble he had gone through with the trials and saving them? He deserved a little rest. Leanne smiled when Snarf jumped up on WilyKit's head and they began to squeal happily. She looked over at Panthro, who was concentrating on the road ahead of them. She turned to face him.

"Panthro, have you ever thought about having kids?" She asked. The panther looked at her oddly.

"What?" He asked.

"It's a simple question." Leanne said.

"No, why are you asking?" He said with a laugh, "Why do you want to know if I've ever wanted children?" Leanne shrugged.

"I dunno." She looked at the windshield, "It's just, out of all of us, you're the oldest and I'm sure you've got plenty of stories on you."

Panthro scoffed, "If that ain't the truth."

"So, surely, in all that time, you must have had someone you cared about." Leanne said, Panthro's face became expressionless, but Leanne didn't notice, "Maybe a girlfriend…? Maybe a wife?"

"My life was dedicated to the Thunderian army." Panthro said, "Romance wasn't really at the top of my list."

"Oh." Leanne said disappointedly.

"Although…" Panthro began, "There was this… one girl." Leanne listened to him, "It was a long time ago, back when I had just joined the ranks. She was beautiful. Had the most amazing eyes. You could look at them every day for the rest of your life, and you could be mesmerized each time." Leanne smiled.

"Sounds like you really liked her." She said, "What was her name?"

"Siamne," Panthro replied, he let out a long breath, "Boy, was she beautiful. She was kind, too. Real gentle. Especially with little creatures. She adored kids."

"How long were you two together?" Leanne asked.

"Four days." Panthro said, "That was it. I met her in a bar when I was on a mission. She was the kindest thing. After a minute, I, uh," He cleared his throat, "Worked up the courage to talk to her."

"You? _You_ had to work up courage?" Leanne asked. Panthro nodded.

"Hey, Lizard armies I can take any day," He said, "But a beautiful girl?" He let out a low whistle, "I'd be runnin' from the battlefield." Leanne giggled at the thought of a shy Panthro. "It was only one night, but… it was special."

"Did you two, uh…" Leanne wasn't sure how to put it, "You know." Panthro quirked a brow at her, "…Under the covers?"

"We were both adults and we both agreed, so, yes." Panthro said, "We did just that. She was something, though."

"Sounds like it." Leanne said, she looked back out at the windshield, watching the forest life pass them by, "Do you ever think you could start a family with someone Panthro?" The old cat paused in thought as he drove.

"Yeah, maybe." He said, "I'd like to. Someday. When I meet the right girl." Leanne nodded.

"That sounds nice." She said.

"Why do you ask?" Panthro asked her.

Leanne shrugged, "I don't know. I was just wondering. Random things pop into bored minds sometimes." She giggled a little, "Although, I'm curious to see how your kids would turn out, seeing how you handle Kat and Kit." Panthro snorted.

"Yeah right, when I get kids, they're not gonna be anything like those two." He said. Leanne giggled.

"No, I guess not." She said, "They'd be little soldiers, like you."

"Damn right." Panthro said, Leanne giggled again. She turned her attention back to her grandmother's diary, looking through the pages, her eyes scanning over all the circles scribbled onto the pages. It was rare to have these little moments of quiet and relaxation when they were traveling. It made Leanne think of road trips she would sometimes take with her mother and her friends, where they would drive for hours on end, just talking, listening to music on their iPods or something, or just napping. She smiled at the thought of the ThunderCats group being a family. It kind of was, in a sense.

The tank suddenly jerked to a stop that almost made Leanne lose her grip on the diary. She looked up at Panthro and saw a scowl on his face.

"Great…" He muttered.

"What is it?" Leanne asked as the other Cats came up to see what the problem was.

"That." Panthro pointed in front of them, and in the distance, they could see a long mountain range that went up very high. "It'll take us weeks to get around these mountains!"

"I guess there's no shorter way around?" Cheetara asked.

"There might be a pass through the mountains." Tygra suggested.

"You want us to blindly ride through a mountain?" Panthro asked with a growl, "No way am I putting my baby through that."

"Then we'll pick someone to scout it out to find a pass." Tygra said, "I'll go and find a shortcut."

"I'll go too." Leanne said, "I'll get bored out of my mind, otherwise."

"So will I." Lion-O said. Tygra looked at him, and Lion-O gave him a stern expression. Tygra could see that he still didn't trust him to be alone around Leanne, but he said nothing about it. "Panthro, you and Cheetara will stay here and look after the kittens. The three of us will go." Panthro nodded.

"Pack warm." Cheetara said as the three of them got up. Once they had all their supplies, they put on some cloaks to keep themselves warm in the icy landscape. Cheetara shared a goodbye kiss with Tygra before they headed out, promising to be back in a few days.

* * *

><p>Leanne shivered and brought her arms closer around herself, looking up at all the high, snowy cliffs of the mountains they traveled on. The trek itself was difficult. The snow was knee-high, and even deeper if you stepped in the wrong place. Leanne had already fallen into two snowy pitfalls, and both brothers had helped her out of them.<p>

They had been walking for a while, when Tygra, who was leading the expedition since it was his idea to go, stopped and looked around the area, seeing that the path there wasn't quite big enough for the Thunder Tank to go through.

"So much for scouting ahead to find a shortcut." Lion-O said when he saw him looking around. "We're lost."

"I don't get lost." Tygra replied, "There's a pass through these mountains and I'm going to find it!"

"_Hey_! Shh!" Leanne hissed, "I don't know about you guys, but I think with these high cliffs, and all this snow, we should keep our voices _down_. We don't want to start an avalanche." She looked at Tygra though, "But, this way seems to be something of a dead end. Maybe we should go back and try another direction."

"It's this way. I know it is." Tygra said firmly, and started walking ahead. Leanne sighed at him.

"Stubborn…" She muttered. Lion-O grinned and reached into the snow. Leanne looked at him oddly when he did, "What are you doing?" Lion-O held a finger to his lips, signaling her to be quiet as he made two snowballs. He threw one at the back of Tygra's head and held onto the other one. Tygra looked back, glaring at them, and Leanne held her hands up defensively, showing it wasn't her as Lion-O tossed the snowball in the air.

"You _never_ admit when you're wrong." Lion-O said.

"_You_ never act your age." Tygra replied, brushing the snow off his shoulders and head with the dignity he held high in himself. He turned around again, and Lion-O offered the second one to Leanne. She bit her lip, and thought it would be fun, so she grabbed it and chucked it at the tiger, landing on his head again. She giggled mischievously when she did. Tygra growled and turned around, sharply shouting, "_Lion-O!_" His call echoed across the mountains, and the three of them froze, looking around them. A rumbling could be heard, and a part of the mountain's snow broke off and began to fall quickly towards them.

"_Avalanche!_" They all cried, and ran to find somewhere to take cover. They soon found a high boulder in the ground, and they all ran towards that. Tygra grabbed Lion-O and pulled him to safety, and Lion-O did the same to Leanne, all pressing their bodies against the rock, Lion-O shielding Leanne as the snow fell over them. After a moment, the avalanche stopped and they slowly got up. Leanne blushed when she realized how close she and Lion-O were, even if he didn't realize it at the moment.

"You alright?" He asked her as he stepped back.

"Yeah." She said, pushing herself up, moving away from him. They all looked to see their previous tracks were completely covered by the snow, although they knew which direction they came from.

"Still think we're gonna find that shortcut?" Lion-O asked Tygra. He glared at him and looked around, his gaze stopping on something above them.

"We found something. Look!" He pointed up and they saw a cave hidden away in the side of the mountain.

"Maybe we can warm up a little bit there." Leanne said, shivering as she brushed off the snow that had covered a little bit of her shoulders in the avalanche. They all began their trek upwards, silent, until Leanne spoke up, "Would it have killed you to keep your temper in check? It was just a snowball."

Tygra growled lowly in his throat in anger, "Well, Lion-O should have been mature and threw it away, instead of at me."

"Actually, Leanne threw the second one." Lion-O said.

"Yeah, nice try." Tygra said.

"Um… he's telling the truth." Leanne spoke up, Tygra whirled around to look at her with wide eyes. She shrugged, "What? I'm not allowed to poke a little fun at you?"

"Ugh! You're _both_ children!" Tygra snapped, and he was quickly shushed by Leanne.

"Not so loud!" She whispered, "We don't want to have another avalanche!" Tygra rolled his eyes and kept walking.

* * *

><p>It didn't take them very long to reach the cave. They warily approached the entrance, careful to keep an eye out for any potential threats. From the light of the sun, they could see a little ways into the cave, and could tell that someone had been living there for some time. Possibly several people. Tunnels had been dug in the sides of the cave walls, and a few tarps rested over the entrances, acting like doors. Seeing that no one was there at the moment, the three of them entered the cave, looking around. There weren't any signs of current life, but that idea was destroyed when they saw a group of hooded men approaching them. They all readied themselves for a battle, not sure if these were enemies or friends.<p>

"Welcome." One of them greeted warmly. The three relaxed when they realized that the ones around them weren't intending to do them any harm and put their weapons away.

"Hello, my friends and I mean no harm." Lion-O said, stepping forward. "We're lost, and—" Tygra stepped up, shoving him back a step.

"We are _not_ lost." He insisted.

Leanne stepped up closer and whispered harshly to him, "_So_ not the time, Tygra."

A murmur suddenly buzzed through the group of men at the mention of his name. One of them stepped forward, "Your name is Tygra?"

Tygra removed his hood to properly look at the people addressing him, and Leanne and Lion-O did the same. "…You ask as if you know me." Tygra said hesitantly.

The other man removed his hood, showing that he was a tiger as well, "I am Casmin, of the Tiger clan. We have long waited for this day, Tygra." He smiled warmly at him as the others removed their hoods, showing that they were all tigers, "Welcome home. Your father will be eager to see you." Tygra's eyes widened.

"My… father?"

* * *

><p>The trio followed Casmin as he led them through the village, pointing out different things about it, like where the market was, and where any special landmarks were located. Leanne looked around at the people, who paid close attention to them as they passed by. They had a strange look on their faces that Leanne couldn't decipher, and as they ventured further into the village, she felt the Jewel of Omens vibrating around her neck, and she could see it dimly lighting in the cave. She didn't like this feeling of unease. The last time she had felt it was just before Claudus was slain by Mumm-Ra. Lion-O noticed how she kept grasping at the necklace and gently nudged her.<p>

"You okay?" He asked, Leanne shook her head.

"The Jewel is trying to tell me something." She said, whispering so the tigers around them wouldn't hear, "There's something off about this place. It can sense it." She looked up at him. "What should we do?"

Lion-O paused, thinking, and then said, "We'll see what happens and decide what to do." He looked to Tygra, who was walking ahead of them, completely unaware of their conversation, "This is his clan. It's important to him." Leanne solemnly nodded and continued to keep up with the group.

Casmin brought them to a separate room and opened the large double doors, "Look who it is, Lord Javan!" He called inside. The three of them were shown to a room where seven cats sat around a bonfire, the head cat looking remarkably similar to Tygra. Leanne's eyes widened when she saw the place. It was decorated in many old relics, most of which she assumed were sacred, and the place was covered in dust, as if none of it had been touched in years, but it still held a sort of… majesty to it that made her think of a throne room, and it most likely was.

Lord Javan's eyes widened when he saw Tygra, and he did the same.

"Tygra… is that you?" Javan asked, as if unable to believe he was there.

"I can't believe it…" Tygra breathed, "All this time I thought I was alone, and… here you are!"

"It's quite a surprise to see you." Javan said, Leanne grasped at the Jewel of Omens, waiting to sense where it would decipher the truth in his words, should he lie to them, but he seemed to be completely sincere… so far. Javan looked away from his son, and Tygra looked to the ground in sadness, clearly thinking he's disappointed him in some way.

"Forgive your father," Casmin said, "Your return is nothing short of miraculous."

When Tygra said nothing, Lion-O stepped forward, "We always suspected Tygra came from a lost clan. But where did you come from?" Leanne's grip on the Jewel of Omens tightened, planning on paying close attention to what Javan said.

"In ancient times, the tiger clan was the pride of Mumm-Ra's elite fighting force." Javan began, "During the Great Mutiny, we stayed loyal. Because of it, the Tigers were treated as outcasts by the other Cat clans." Lion-O and Leanne shared a glance, knowing just what 'mutiny' they were talking about. It was sad to think that they couldn't resolve any differences between them, but… that was war. Even decades after the end, the formerly warring enemies would still hate each other. "Our people settled in these mountains. Even under such harsh conditions, we prospered for generations, until—"

"Enough of our history." Casmin said quickly, interrupting Javan. "We want to hear about _you_, Tygra! Tell us how you came to be a prince among lions."

Tygra looked up and at the small group who had gathered before him, "It wasn't until I was older that I was told the story of my arrival. I know that it was a few years after the king and queen had been married, and they had yet to bear a child to continue the royal line. One day, a crowd of people gathered around a balloon that held a basket that carried a baby tiger and a piece of paper that bore nothing more than a name… My name. Since they had yet to give birth to a son, they took me in, and raised me to become the king Thundera deserved." He let out a small chuckle, "Mother always called me her 'Little Prince'." The smile fell, "But, as I grew older, my parents approached me, and told me that I was going to be a big brother… After that, I wasn't the 'Little Prince'. When the time of the birth came, there were… complications, and my mother lost her life. That night, I lost the two things I cherished most. My mother, and my kingdom." Leanne looked at Tygra sadly, not having known that story.

Casmin approached Tygra with a warm smile, "But today, you become heir of the land of your own."

Tygra looked up at Javan, "If I'm part of this royal line, then why did you give me away?!"

"I did not give you away." Javan said, not meeting his eyes, "It was for your protection." He looked up above at a sky light in the room, "Now, look. Darkness is falling." Leanne looked up, seeing that two of the moons had risen in the sky, and the sun was beginning to set. "You need to leave for your own safety." The other tigers in the room stood up to leave.

"Not until I get an explanation." Tygra said firmly. He stayed still as the other tigers began to file out of the room.

"This village has long been haunted by an unspeakable evil." Javan warned them as he walked by, "I only wish to keep you safe from it, my son."

"I'm a ThunderCat. I don't run from a fight." Tygra said. He glared at him, "Something my father taught me." A flash of pain flickered across Javan's face, but it left as soon as it came, "Am I supposed to believe you sent me away because of _boogeymen_?!"

"If you cherish your life, you will go now." Javan said, and he walked around the group, heading off into another part of the village. Tygra growled angrily in his throat.

"I wish I never found this place!" He snarled. Leanne turned to him with wide eyes.

"_Tygra_!" She said in an admonishing tone, "He's your _father_!"

"_Claudus_ was my father!" Tygra growled to her, "He's just a cat who abandoned his child."

"Tygra," Leanne turned him to face her and she looked into his eyes, "Don't let your stubborn pride get in the way of forgiving him. I—" She was cut off when she heard a strange hissing noise from the darkness of the village.

"What was that?" Tygra asked, turning away from Leanne to see what it was. Her eyes widened when she saw tall, black, thin creatures with huge, frightening yellow eyes crawling around on the rocks towards them, a black smoke radiating from their bodies.

"I think it's the boogeymen." Lion-O said, pulling out his sword. Leanne and Tygra got prepared as well. They charged in to the gang of strange monsters, Lion-O using the sword to beat down two at a time, while Tygra used his whip to knock them back. Leanne used the wind to push them away, and used the earth underneath her feet to knock them down. The battle was relatively short and it ended with Leanne, Lion-O, and Tygra all against each other's backs.

"What _are_ these things?!" Lion-O asked as he saw their fallen forms.

They all watched with wide eyes as a black smoke began radiating off of them again and they all began to stand up, looking perfectly fine. The Jewel of Omens vibrated around Leanne's neck again and she grasped it.

"Whatever they are, they're not going down!" Tygra said.

"But _we_ will if we don't get somewhere safe now!" Leanne said. The three of them turned and ran down a tunnel that led to an icicle-covered cavern. The monsters didn't hesitate to follow after them.

"Guess your father was telling the truth!" Lion-O said to Tygra as they ran. He looked back over his shoulder, seeing the monsters were a good distance away from them. He jumped up and slashed down a good number of the huge icicles that filled the cavern, and they fell to the ground behind him. The three stopped to look back at the wall Lion-O had made, watching as the monsters tried to push through the small cracks. They kept running until they were out of sight of the monsters and moved into a small cavern. Leanne made sure they were safe by bringing up some of the icy ground to cover the entrance. They all sighed in relief once they were safe. The cavern was dark, so Leanne made some fire in her hands. Seeing as there was no wood to help them light a fire, they used their cloaks to keep themselves warm in the darkness. Soon enough, their eyes adjusted to the dark, and they all settled down.

"_What_, in the name of _all_ that was good and holy, _were_ those things?" Leanne asked the two.

"I've never seen anything like them before." Lion-O said, "I don't know. Javan said the place was cursed." Leanne nodded and held the Jewel of Omens.

"At least now I know why the jewel was freaking out earlier." Leanne said, she looked at it curiously, "But why would it get so freaked out over a curse? Normally, it only reacts when someone lies."

"Could you tell if anyone from before was lying?" Lion-O asked. Leanne shook her head.

"No, from what I could tell, they were all telling the truth." She said.

"There are ways to get around telling the truth." Tygra muttered, "Like telling half-truths." Leanne gave him a sharp look.

"Tygra, that's enough." She said, "This man is your father. I can only imagine how hard it must have been for him to do what he did. And it's clear that he really cares about you."

"He gave me up! If he cared about me, he wouldn't have done it in the first place!" Tygra snapped.

"Tygra, the man is obviously sorry about it." Lion-O said.

"It doesn't matter how sorry he is." Tygra said.

"Tygra, look," Leanne turned so she could face him, "You should be happy this happened. You've been given a second chance to have a dad. Something Lion-O and I won't ever get." Lion-O looked away at the mention of his father, "I know you're angry at him, and I know you're upset, but give him a chance. He's your _dad_. When Thundera fell, we lost Claudus, and you and Lion-O were left alone. I've never had the chance to meet my father, and I never will. I lost him a long time ago. Javan is your dad, and from what I can tell, he really was doing it for your protection. He just wanted you safe. He cares about you, and I don't think it would kill you to at least _try_ to get to know him." Tygra was silent and he sighed, bringing a hand up to his temple.

"…Maybe you're right." He said after a moment, "But how am I supposed to approach him? How can I look him in the eye after what's happened?" Leanne paused to think.

"I don't know." She said, "But you're smart Tygra. You'll figure it out."

* * *

><p>The next morning, Tygra got up, saying that he was going to talk to his father, and Leanne and Lion-O bid him goodbye, knowing he should talk with him in private. That left them alone, together, in a village where people gave you strange looks if you happened to meet their eyes.<p>

Once Tygra had left, things got very awkward, very, very fast. Leanne and Lion-O still weren't comfortable looking directly at each other, at least, not when they were alone… together…

Lion-O cleared his throat to try and ease the silence between them, "I'm going to go look for the tracks of those creatures. If we find where they're hiding out, we might be able to get rid of them."

"Okay, you do that." Leanne said, she looked around, "I think I'll… just… investigate this place… a little."

"Yeah…" Lion-O reached up, scratching the back of his head. He watched as she began to walk away from him, pulling her cloak a little tighter around her to try and warm up. He noticed she hadn't done the fastener quite right. When they had gotten the cloaks, she had Cheetara do the fastener because her fingers weren't quite as 'dexterous' as hers, she had said. "Hey," She looked back at him, "Um…" He walked up to her and took the cloak, beginning to re-do the fastener, "Let me get that." The fastener was placed just above her chest, and he was very careful to avoid that area and try not to make her any more uncomfortable than she already was. When it was done, he smoothed out the cloak around her shoulders, "We don't want you getting too cold. Getting sick and all…"

"Yeah… thanks." Leanne said, a small blush on her cheeks. She stepped back from Lion-O and began to walk away to do as she had said she would, and Lion-O turned to go out to see where the creature's tracks had gone.

* * *

><p>Leanne walked around the village, asking the people about the creatures that had come to attack them last night. The adults only gave vague answers, saying, "They are a curse upon us." Or they would avoid the question entirely, giving some excuse. As Leanne walked around the village, she noticed how, even though these people seemed to be living, there was an underlying melancholy to the place. As if, they were all putting masks of fake happiness, and walking around as normal, when there wasn't really anything normal about it. She asked a few people why they didn't fight off the monsters, but again, they avoided questions with excuses, or only gave a vague answer she didn't understand. She even came up to the children, asking about the monsters, but at the mention of them, they either began to cry, or they ran away, or they told her off, calling her names before running away.<p>

"What is with these people?" Leanne asked herself as she looked around the village. After a little while of walking, she came upon a familiar face, and figured since he was so willing to speak to Tygra, he'd be willing to talk to her, "Casmin!" The tiger turned around.

"Ah, you are the young lady who accompanied Tygra," He said, recognizing her, "What did you say your name was, again?"

"Leanne." She said, "Casmin, I have to ask this, but what were those monsters that came to the village? I've never seen anything like them before, and no one's been able to give me a straight answer about them. If you could—"

"I'm terribly sorry, Leanne," Casmin interrupted, "But I have an important meeting with Javan that I cannot afford to miss. I will answer your questions at another time." Leanne scowled at him as he walked away, heading for Javan's chambers.

"I guess no one in this place knows what they are." She muttered. She headed towards the entrance of the village, planning on helping Lion-O with the tracking.

* * *

><p>Lion-O looked out along the path where they had come into the village the night before, searching for any sign of the tracks of the creatures from the previous night. It was snowing up there on the mountain, so he suspected they wouldn't be easy to find, but he wasn't expecting there to be no trace at all!<p>

"Strange…" He muttered to himself.

"What is?" Lion-O jumped at the sound of someone's voice and turned to see Leanne at the entrance to the cave. She giggled at his startled expression, "Sorry, just coming to check on how you were doing."

"Oh… Well, it's not going very well." Lion-O said, he looked out at the snowy path, "There are no tracks… anywhere. Not a single trace."

"Are you sure?" Leanne asked, she looked upwards, "You don't think the snow covered it, do you?"

"Not when it's falling this slowly." Lion-O said.

They both heard footsteps and looked back to see Tygra approaching them.

"Hey, Tygra." Leanne greeted, "How'd it go with Javan?"

"I had a long talk with Jav— …My father." Tygra said, Leanne smiled at his correction, "Maybe this… can be a home for me, after all."

"Take a look at this, Tygra," Lion-O said, looking around them, "Those creatures that attacked us last night, I looked for their tracks leaving the village and I couldn't find any."

"Snow covers things, like tracks for instance." Tygra said with a sarcastic tone, "What's your point?"

"Haven't you noticed no one ever leaves the village?" Lion-O asked him, "Not to hunt, or forage… I haven't even seen them _eat_." Leanne thought about this, not remembering any point in time where they ate.

"You saw those monsters! I'd stay close to the village, too." Tygra said.

"They don't even attempt to fight back!" Lion-O said, "There's something strange about this place."

Tygra glared at Lion-O, "I've spent my whole life never quite belonging. Now I find my home, and you can't even be happy for me!" He took a step back, "Guess I shouldn't be surprised." He turned and walked back into the village, leaving Leanne and Lion-O alone again.

"There's something I'm not seeing…" He muttered quietly.

"Well, there's only one way to fix that." Leanne replied. He looked at her and she smiled, "I'll help you, if you want." Lion-O pulled out the Sword of Omens, and put one hand on the hilt, Leanne put her hand on it as well, her fingers overlapping Lion-O's. She blushed a little at the thought of holding hands with him again, but said nothing about it.

"Sword of Omens," They said simultaneously, "Give me sight beyond sight." The hilt's edges extended, curling around their eyes, and they began to see a vision of the tigers in the village. They looked normal, milling about as usual, but their forms changed to those of the creatures they saw the other night.

"It can't be…" Lion-O breathed.

"No way." Leanne gasped. All throughout the village, there were nothing but those creatures. All of them, milling about as the tigers would. The entire village was nothing but a den of monsters!

"He must not know the truth." A voice said from behind them. Lion-O put the sword down and he and Leanne looked up towards Javan. "You don't understand how it is for a father…"

"He may be your son, but he's _my_ brother." Lion-O growled at him.

"How did this happen?" Leanne asked, "Surely the Tiger clan isn't a bunch of black monsters, otherwise Tygra would have turned into one a long time ago." Javan shook his head.

"I cannot say." He said.

"Can't or won't?" Lion-O asked.

"I think I can fix this." Leanne said, stopping Lion-O from any hostility. She held out her hands to the tiger, "Let me see your hands. Gloves off." Javan did as he asked and removed his gloves. He held out his hands, palm-up to her, and she rested her much smaller hands in his and closed his eyes. "I'm going to search through your memories, I just need you to think about how this happened, and I'll tell the story." Javan nodded, albeit a little reluctantly, and Leanne's eyebrows furrowed in concentration, "It was a little after Tygra was born… There was a disease… I see so many people lying in beds…" Her face shifted to one of slight pain as she felt a headache coming on, but ignored it and continued, "There are so many… They're all in such pain…"

She was transported to the throne room where they had first met Javan, along with many other tigers, she continued to tell the story.

* * *

><p><em><strong>"You called for a meeting to see what could be done about it…"<strong>_

"More are dying every day." Javan said to his advisors, "We must seek help or risk extinction. I propose sending an envoy to Thundera."

"They turned their backs on us." Casmin said, "We will not go crawling to them now."

"You would instead sacrifice our people for the sake of our pride?" Javan asked, raising an eyebrow at him.

"Pride is all we have!" Casmin snapped.

The other advisors in the room voiced their agreements with him.

_**"No one would take your idea… So Casmin suggested another one…"**_

"Why turn to the lions, when we can turn to the Ancient Spirits who protected our ancestors?" Casmin said with a sly grin.

Javan was reluctant to do it, but when everyone else agreed with Casmin, he had it set up so they would be able to communicate.

_**"You set up a ceremony to communicate with… Some… ancient… spirits. I don't know."**_ The headache was starting to get a lot stronger now.

Javan stood before the bonfire, "Ancient Spirits, we seek your help in our most desperate hour. Give us a sign of your presence!" For a moment nothing happened, then the fire turned a deep purple, and became a vortex that revealed to the tigers the Ancient Spirits of Evil.

And suddenly, the headache became too sharp and too hard for Leanne to continue.

* * *

><p>"Ah!" Leanne jumped back and held her head. Lion-O was by her side in an instant.<p>

"You okay?" Lion-O asked.

"Fine." Leanne replied, the headache suddenly gone, "I… I don't think I can look on anymore. Those Ancient Spirits… There's some dark magic in them. I couldn't see any more past that."

"Then, perhaps I should finish the tale." Javan said, the two looked up at him, listening intently, "The spirits spoke to us, and said they had heard our plea. They said they would grant it on the condition that I slay my son. When I asked them why, they said he would become a threat to the Ancient Spirits. I refused outright, but they produced a knife, saying 'One life for many'… I took the knife, and they instructed me to take Tygra to the highest peak and slay him there. _Minutes_ after we called to them, our people were cured. All of them were healthy and happy again, and our village was at peace once more… but I still had to do what was asked of me. So, I did as the Spirits wanted, and took my son to the highest peak. But, when the time came for me to take his life… I couldn't. He was my _son_. I couldn't let him die. So, instead, I placed him in the basket of a balloon and sent him away, with nothing more than a paper bearing his name. When the Ancient Spirits discovered my betrayal, they put a curse on us."

"Then the curse can only be broken when you take Tygra's life." Leanne murmured.

"The _real_ curse for the tigers has been pride." Javan said, "We've never been able to overcome it." He looked at them pleadingly, "You must both take him and leave before sunset. For my sake, he must never learn the truth."

Leanne and Lion-O shared a glance, knowing that this place wasn't safe for any of them, but especially Tygra. They looked back towards Javan.

"We'll leave, but you have to convince Tygra to go with us." Leanne said, "He believes this place can be a home for him, he won't come with us willingly. The one who has the most influence over him is you." Javan nodded.

"I understand." He said, he turned and started walking back to the entrance. He paused and turned back, "Thank you… for letting him come here. It was good to see him after so long." He continued on the path he was walking before, leaving them alone together again.

"Why did you tell him to convince Tygra to leave?" Lion-O asked after a moment of silence. She looked up at him questioningly, "You could have just asked him to tell the truth."

"He won't tell the truth." Leanne said, "He's trying to protect Tygra from all this." She shifted her weight to one foot, "Like my mother was trying to protect me. She never told me about my family and what we were capable of. Javan won't tell Tygra the truth because he doesn't want him involved in any of it." Lion-O was quiet for a moment, his brows furrowing.

"But that's not protecting him," He said, "That's just keeping him ignorant. If he knew what was going on, I'm sure he would comply with what Javan wants."

"Or he would just jump straight into the battle and say that he should fight them all off." Leanne pointed out, "He's your brother, Lion-O. Surely, you know him better than that."

"Tygra could do that, or he could be sensible and leave." Lion-O said.

"Tygra's got too much pride in him to back down from a fight." Leanne replied. She started walking back to the village, "I'm gonna go look for him. Tell him to go talk to Javan." Lion-O stared at her back as she kept walking away. He instantly missed her presence by his side.

"Leanne—" He called out her name without thinking, and she turned back to face him.

"Yeah?" She asked. Lion-O wasn't sure what he was trying to say. She turned to face him completely, her sparkling silver eyes looking up at him inquisitively, "What is it?"

"I…" Lion-O paused, trying to put words together in his mind. He stepped towards her, "You…" He sighed, "Do you mind if I walk with you?" It wasn't what he wanted to ask her, but it was a start.

She quirked an eyebrow at his request, but shrugged it off, "Okay. I don't see why not." He walked by her side through the village, over to where Tygra was speaking to one of the villagers. He looked up when they saw him, and told him that Javan wanted to see him. He went to do so. Leanne frowned when he saw how happy he seemed as he went to go and meet his father. They waited a little outside the room where Javan was waiting for Tygra, and Leanne sat beside Lion-O.

"I feel so bad for Javan." She said, "After years of keeping him safe, he comes back… only to be taken away from him again." She sighed, "I feel really guilty for it."

"That may be, but it's for his safety. _Our_ safety." Lion-O said. Leanne nodded.

"Yeah, I know." She said, "I just wish it didn't have to be that way." Lion-O reached up and put his hand on her shoulder, restraining himself from a hug, seeing as things were still so awkward between them.

She moved away and headed towards the door, listening in on what was said between Tygra and Javan.

"…forsaken your pride by living under the rule of that child you call a brother!" Javan's voice snapped, "Living amongst their kind has clouded your judgment. Made you soft. You're no longer a Tiger. I could never let you lead… and I'm not sure I can call you a son!"

There was a pause of silence where Leanne could just feel the tension between the two.

"And to think I ever considered forgiving you." Tygra growled. She heard the sound of footsteps and jumped back from the door just as Tygra opened it. He glanced at her on his way out, but said nothing about it as he stormed away. Leanne glanced inside at Javan and saw him leaning against a table, his shoulders slumped sadly. She felt a little pity for him as Tygra walked by Lion-O.

"What happened?" He asked, feigning innocence.

"We're leaving." Tygra growled. Lion-O looked over at Leanne, and she shook her head, silently telling him not to ask about their conversation.

"Tygra!" The three of them turned around to see a cloaked Casmin nearby, "I've a message from your father."

"I heard his 'message'." Tygra said disdainfully.

"Oh, I don't think you've heard this one." Casmin said slyly. Suddenly, another cloaked tiger came down from above them, quickly pushing Lion-O and Leanne out of the way as he went straight for Tygra with a crescent-shaped blade. He dodged the blow easily enough, but as he reached for his whip, the second one hit him hard, and he was temporarily stunned. He fell to the ground, his whip unfurling as he collapsed. He was quickly surrounded by the other tigers, all of them bearing the same kind of blade. They were just about to strike, when Javan suddenly ran out with a knife of his own, the swinging of his blade easily pushing them back away from his son. He looked over to Casmin with a frightening glare, and the tiger stepped back out of fear. He ran at him faster than he could get away, and stabbed him in his side. Casmin fell to the ground, holding his wound that, strangely, didn't bleed.

"It didn't have to be this way." Javan said.

"It was the only way…" Casmin rasped out, the wound making it difficult for him to breathe. He looked up at Javan, "You betrayed your own clan… You alone brought the curse down upon us… And your son will still die." The other tigers who were with Casmin stepped forward, Javan turned and growled at them, and they stepped back. He looked back at Casmin.

"Then they'll have to go through me first." He said.

Casmin let out a short, bitter laugh, "They won't have to…" He collapsed on the ground, eyes closed and looking very much dead.

Javan turned to Tygra, "You three are in grave danger. These creatures have no conscience, no remorse." He warned them.

"What's going on, Father?" Tygra asked, completely shaken up by the entire ordeal. "What are you hiding?" Leanne stepped forward.

"Tell him, Javan. Or we will." Leanne said.

"My actions have turned me into a monster." Javan said solemnly, "I pray you can forgive me." Leanne saw through an opening in the mountain that the sun had set. Tygra watched with wide eyes as the tigers behind Javan began to turn into the monsters they had seen before. He began to panic as he saw his father begin to undergo the same transformation.

"Father!" He exclaimed, and was about to run toward him, but Leanne held him back. They watched in horror as Javan turned into one of the hideous black beasts. It let out a wild cry and they all stepped back. Leanne gasped as she suddenly felt that sharp pain in her head as she did before, and she saw that as the rest of the village became monstrous, the main fire in the city changed to a purple hue, and she saw the faces of the Ancient Spirits of Evil. Their faces were shadowed by the world they resided in, but she could tell their species easily enough. One of them was a demon, like Mumm-Ra, another was a dog, and a gorilla, and the third was a glaring bird with two beaks.

**"Kill them! Kill them!"** Their voices cried in unison, and the monsters all began to run at them.

"Tygra, watch out!" Lion-O cried, pulling out his sword before slashing away one of the monsters that was about to attack Tygra. Seeming to snap back to himself, Tygra pulled out his whip and started hitting the monsters away. Leanne made sure to keep them at a good distance using the air around her, blasting them back before they had a chance to strike.

"Can someone explain to me what's going on?!" Tygra demanded as he knocked away another one of the monsters.

"It's kind of a long story!" Leanne said, blasting back one of the monsters, "But basically, your dad had to take your life to save the village!" She blasted back another one, "He chose to save you instead!" Tygra's eyes widened at this news, "And as a consequence, the Ancient Spirits cursed the village! That's why they're like this!" She blasted back another one.

The three of them kept fighting, the monsters seeming to only get stronger as time went on. Eventually, it got to a point where Lion-O was fighting off three of them at once, Leanne was fighting off six, and Tygra was fighting off four. He took down the last of the ones around him, when one of the monsters ran up and grabbed him, putting their claws around his throat. Lion-O and Leanne saw this and tried to get to him, but the monsters kept pushing them back.

"Tygra!" Leanne cried, trying to get to him.

Tygra recognized the monster as the one his father had turned into. His yellow eyes glowed brightly in the darkness of the cave, and Tygra saw no resemblance to his father in them, but he still spoke to him. "I know…You did what you did… out of love…" He gasped, trying to breathe as his father's claws tightened, "I… forgive you…" Suddenly, the bright yellow eyes on the monster began to dim, and slowly changed into the eyes of his father. He stepped back, releasing Tygra and allowing him to breathe again.

**"No! It cannot be!"** The voices of the Ancient Spirits came the fire pit. Tygra watched as the monster before him changed back into his father, as did the rest of the monsters. They all stopped attacking Leanne and Lion-O, stepping back, and changing to their original forms. When the entire village was normal again, the Ancient Spirits cried out, _**"No!"**_

Everyone watched with wide eyes as the purple fire began to twist and turn unnaturally, and a huge bream of light began to break through the darkness near the Ancient Spirits as they lost their grasp on the cursed village. The fire exploded, sending pieces of it into the air, where they flew around erratically before finally exploding into a purple firework. Soon, the fire began to calm down, and returned to its original orange-yellow color that all fires had.

Leanne looked down at the Jewel of Omens, no longer feeling it vibrate. It seemed the curse that was over the village was gone. Everyone in the village looked around them, as if unable to believe that the curse was finally broken. Javan was no exception as he looked at his hands, surprised that they weren't still claws.

His face broke into a smile and he looked at his son, "You did it." He said, "You broke a curse born of pride, through an act of humility." Tygra looked at his father, and walked towards him as he kept talking, "Perhaps if I'd done the same, we'd still be together."

"We're together now. That's all that matters." Tygra said.

Javan's smile fell from his face, "I'm afraid it is not to be."

"I don't understand." Tygra said.

Leanne stepped forward, her hand resting on the Jewel of Omens, "It's how they survived without food or water." She looked at Javan, "When the Ancient Spirits cursed you and this place, they must have let the disease back into the village." She looked back at Tygra, "I don't think there were any survivors."

"What are you saying…?" Tygra asked, he looked to his father, "You're all… dead?"

"Not dead, but not alive. Someplace in between." Javan said, "_That_ was the real curse." He looked up at Tygra with a proud smile, "But you have released us, Tygra. We can go home now." He reached out and placed his hands on Tygra's shoulders, "Always remember, son. I will be watching you… with pride." Tygra gazed at his father, and Leanne could see that his heart was breaking just to hear this. He hung his head sadly, before sharing a final embrace with his father. Leanne and Lion-O were silent as Javan pulled away. They saw the villagers around them slowly become engulfed in a beautiful white light before fading away into the air. Tygra watched as his father walked a few steps away from his son, and as he became engulfed in the same light, he looked back at his son, with tear-filled eyes, and smiled. Tygra's eyes filled with his own tears as his father faded away, leaving no one in the village but the three of them.

In the place where Javan had been standing, there was something left behind. It was a whip, one that looked to be newer, and in better condition than Tygra's, even though it was probably much older than him. He walked over and knelt down to pick it up, looking at it sadly, and sighed.

"Tell me something, Lion-O," He began, "Is it always my destiny to lose the things I care most about?" Lion-O looked at his brother then came over to his side, placing his hand on his shoulder comfortingly.

"You aren't gonna lose me, brother." He said. Tygra was silent for a moment, then looked up at Lion-O, giving him a grateful smile, and Lion-O smiled back, "Let's go find that shortcut." Tygra nodded, attaching the whip to his side and stood up. Leanne followed the two brothers out into the cold to continue the search that got them here.

* * *

><p><strong>Not my best work, but at least it's an update. I'm sorry if this took too long, but college is just... bleh.<strong>


	26. The Pit

25

It was dark, and yet it was also bright.

It was cool, but it was also warm.

Her sight was clear, but she couldn't see her hand in front of her face.

"Where am I?" Leanne asked quietly, looking around at the strange scenery. She didn't remember coming here. The last thing she remembered was… it had slipped her mind at the moment, but she was sure it had something to do with the Thunder Cats. "Hello?" She called out into the dark brightness, "Lion-O? Cheetara? Anyone there?" She walked around a little, finding the ground to be incredibly soft underneath her feet

"I'm here."

She whirled around to see a young woman, with dark hair that was a little longer than hers, and a pair of warm brown eyes. Her face, though her features were sharp, moved into a friendly smile, and Leanne recognized her right away.

"Nana?" She called to her, she nodded. Leanne walked up to her, "Nana, what's going on? Where am I?"

"I called you here." Nana said, "I've been watching over you since you arrived in Thundera, and I've watched as you've grown in your powers." She placed her hands on Leanne's shoulders, "And I can't tell you how proud I am of what a great witch you've become."

"Really?" Leanne asked.

"But you still have a lot to learn." She said, her smile falling and pulling her hands back. She turned and held her hand out to her granddaughter, "Come." Leanne took her hand and they began to walk across the strange expanse before them.

"Nana, where are we?" She asked as they walked across the soft ground.

"Limbo." Her grandmother replied, "It was the only place I could meet you without causing any trouble." Leanne watched as her mother raised her hand, and a white couch appeared before her. She sat down on it, but Leanne didn't follow.

"Trouble? For who?" She asked.

"Well, I think that should be obvious." Her grandmother said with a humorous smile, pointing upwards towards the sky. Leanne looked up, but found she couldn't, because above her was the brightest light she'd ever seen, and it almost blinded her. She flinched when it hit her eyes and began to rub them, and her grandmother laughed, "I _am_ dead, you know. And even when you're dead, you need to follow certain rules." Leanne looked at her grandmother once her vision cleared and she patted the couch beside her, "Sit with me. Please." Leanne sat beside her grandmother and she smiled. "Now, Leanne, I know that you've been using your magic in Thundera, and you've been doing so wonderfully, but you're not doing well enough."

"Look, I know I could use some improvement, but I'm not doing terrible, am I?" Leanne asked.

"No, but rather, you're not doing well enough." Her grandmother said, "Do you still have the rune circle that Nick gave you back in the forest of Magi Oar?" Leanne nodded, remembering where she had put it, "You'll need to learn that. Mumm-Ra's army is growing stronger, and you need to be prepared."

"But isn't that spell supposed to be really powerful?" Leanne asked worriedly, "What if I screw it up?"

"As long as you wear the Jewel of Omens, you can never lose control of your magic." Her Nana said with a smile, "I know that you can do it. You're a Redoric." Leanne returned her smile.

"Thanks, Nana." She said, grasping the Jewel of Omens.

"Now," her grandmother stood up, "I do believe our meeting is over. It's time for you to wake up."

"Huh?" Leanne asked, confused.

Her grandmother turned to her and smiled, opening her mouth and saying in a much deeper, much more masculine sounding voice, "Lee, get up!"

* * *

><p>Leanne jumped awake to see Tygra standing over her, "Finally," He sighed, "Get up, we're about to head into town."<p>

"We are?" Leanne asked, getting up from where she had been laying down, "Oh yeah, we're running out of supplies…" She sleepily rubbed her eye. Remembering her dream, she looked over at the bag where she kept her things and began rummaging through it, finding the rune circle that Nick had given her. She folded it up and put it in her pocket, making sure to keep it there, should she ever need it. She would be sure to try and learn it at another time.

The Thunder Tank sped across the flat terrain as they headed to a nearby town. Once they were close enough to the outskirts of the city, everyone filed out and approached the town. The town seemed to be some kind of large rock formation that had been dug out to create homes for the citizens of the people. _If that was the case_, Leanne thought, _then it was very resourceful of them_. At the center of the town was a large semi-circle rock that must have been hollow inside, and it had no roof over it. When they came in, they seemed to enter the slums of the city, which was filled with dog citizens, all going about their lives, no one really paying any attention to the Cats as they came in.

"I say we find the supplies and get out of here." Panthro said as they walked in, "Got some _real_ bad memories of this town."

"You've been uneasy all morning." Lion-O said, "What exactly happened here, Panthro?"

"Forget it, kid." Panthro said, "I don't wanna give you nightmares."

"He's probably just worried about catching fleas from the locals." Tygra said with a grin. Leanne punched his shoulder, "Ow! What was that for?"

"That was really rude, Tygra." Leanne said, she looked back at Cheetara, "…It _was_ rude, wasn't it?" Cheetara nodded in confirmation and Leanne punched Tygra's shoulder again.

"Ow!" Tygra glared at her, and she stuck her tongue out at him.

"Come on, guys," WilyKit said, "Dogs aren't so bad."

"Yeah, we used to hang out with them all the time in the slums of Thundera." WilyKat said, he smiled dreamily when he said, "They made the _best_ bone stew." He started sniffing the air for the food in question.

"Mm! Bone stew!" WilyKit said eagerly, "Let's find some while we're here!" She and her brother began to separate from the group to look for stew.

"Maybe you two should stay close." Cheetara said.

"But we can take care of ourselves!" WilyKat said, before he and his sister ran off.

"Oh boy…" Leanne sighed. She looked at Lion-O when she saw him kneel down, gently putting his hand to Snarf's head.

"Just make sure they stay out of trouble, Snarf." He said to the little creature, who mewed happily and took off after the two kids.

Leanne looked at Lion-O oddly when he stood up, "You really think Snarf is going to be able to look after those two?" She asked.

"Sure, he looked after me when I was a kid." Lion-O said, Leanne's eyes widened.

"_Really?_" She asked in surprise, she looked back at the path the little creature had taken, "I didn't think he was that smart…Or that old."

"He's smarter than he appears." Lion-O assured.

"If he could take care of _you_, I believe it." Leanne said with a smile as she walked past him to the others. Lion-O raised an eyebrow at her back.

"Just what does that mean?" He asked as he approached her, and she waved it off.

"Don't worry about it." She said, she looked at Panthro, "So, what all do we need?"

"We need to refresh our rations, and we'll need some more oil." Panthro shifted his arm a little, "These joints are starting to get a little creaky."

"Hey guys," Tygra's voice called to them, "Look at this." They went over to where he was and saw a poster depicting a female Cat holding a spear and shield, looking very fierce. In the background behind her was what looked like the town, the strange dome-like thing at the top. There were some words written, but the script wasn't a language Leanne was familiar with, but it resembled something of an advertisement.

"A cat? What's she doing here?" Lion-O asked.

"She must have survived the fall of Thundera." Cheetara said.

Leanne noticed how Lion-O's gaze seemed to be completely focused on the drawing of the Cat on the poster. He reached up and tore it off the wall where it had been placed, looking over it.

"Now all she has to do is survive The Pit." Panthro said with a dark underlying tone.

Leanne looked up at the Cat, "What's the pit?" She asked him.

Panthro sighed, "Given where we are, I should have seen this coming." He looked up at the dome-shaped building up ahead, "Come on." Everyone followed after him.

* * *

><p>Once they arrived at the building, Leanne saw it was much bigger than she originally thought, and from where they were outside, she could hear the loud cheers, howls, and barks of the Dog citizens inside. It kind of reminded her of the sounds she would hear at a football game, where everything was a continuous stream of noise from the fans around the stadium. The entrance was guarded, but when Panthro handed them some money, they let them in with no trouble. As they went further in, the cheers became louder and louder, and once they were on the other side, Leanne saw that it was, in fact, a stadium. It was as big as a football stadium she would find back home, with just as many seats. In the middle of the stadium, however, was no football field. She saw three other dogs, and a strange, teal-colored robot. The dogs all had spears and shields, but the robot appeared to be unarmed, but with technology on Third Earth, she knew better than to suspect it was unarmed because it showed no weapon.<p>

They walked up the steps and found some seats in the stadium, Leanne sat next to Panthro and Tygra, and Lion-O sat next to Cheetara. They watched as the three dogs ran at the robot, hitting him across his face. A second one came around from his side, trying to jab him, but the robot grabbed it and landed a hard punch in the dog's side, flinging him into the wall of the stadium, where he crashed with a whimper. Leanne winced in sympathy for him as the two other dogs still remained standing, still ready to fight. They went on either side of the metal fighter, and he reached up, and removed his head to reveal it was a sort of spiked metal ball. He flung his head at one of the dogs, and it rolled at a high velocity, easily knocking him out and up into the air. The head kept rolling until it hit the wall, where it used the leverage it got to thrust itself forward, barreling into the last remaining dog, and defeating him.

The head came rolling back to the body it came from, and it held up the head as some metal coiling on its back began to spark wildly in the robot's victory. The crowd's cheers were thunderous, howling and cheering loudly for the robot.

"This is The Pit." Panthro said after the match was over, "It's where slaves and criminals fight to survive."

"And to _entertain_…" Tygra spat out, "Like I needed another reason not to like dogs."

"You can't exactly blame them." Leanne said to him, "Humans did the same thing back in the days of Ancient Rome. Stuff like this is good, cheap entertainment for a lot of dogs that don't have a lot of money."

"Do they still do it now?" Tygra asked snappishly.

"Um… well, we still have professional wrestling." Leanne said with a shrug, "It's kinda the same thing, but it's more of a television drama on steroids. There's some risk of death and injury, but it's not that high because it's all faked."

Lion-O looked down at the poster he still held that had the picture of the Cat. He looked over at the dog next to him and asked, "Who's in charge?"

The dog pointed up at an elevated balcony near a tower that was shaded under a tarp. He got up and started heading back down, and the others followed, knowing what he planned to do and that he might need some help doing it.

* * *

><p>It was easy enough to pass by the guards at the entrance. The flight up the stairs to the top was a relatively short one, and they walked through to see a single chair resting on the balcony, and they could see the back of some dog's head sitting there. Lion-O marched forward towards him and held out the poster to him.<p>

"What do you know about this cat?" Lion-O demanded. The dog turned his head to face Lion-O.

"She's a fighter." He said, his voice deep and gravelly, "Belongs to me."

"She doesn't 'belong' to anyone." Lion-O snapped. The dog let a slightly terrifying smirk come onto his face.

"That so?" He asked.

"Yeah, she's a free cat now." Lion-O retorted, "So we'll be taking her with us." A low growl sounded in the back of the dog's throat and he stood up, showing everyone that he was well over six foot five, with a slim, but very muscular body. Seeing his entire appearance in full view, Leanne noted that he looked like a breed of Doberman. He easily towered over Lion-O and glared down at him.

"You're welcome to try." He growled out, his fingers twitched at his sides, as if getting ready for a fight. Lion-O hesitated. It was obvious this dog was a seasoned fighter, and he wasn't sure he'd be able to hold his own against him.

"Don't let him scare you, Lion-O." Panthro said.

"Uh… Stay out of it, Panthro." Cheetara said tentatively, but Panthro didn't seem to listen.

"He may have been tough _once_," Panthro said, walking up to the dog, glaring back at him, "But now he's too old and _scrawny_!"

"Oh, brother." Tygra said with a sigh, shaking his head.

"This won't end well." Leanne sighed.

The dog snarled angrily, "You filthy little fur ball!"

Panthro let out a growl of his own, "You stupid, ugly mutt!"

The stood there, glaring and growling for a moment, before they both reached out and tightly grasped the other's hand, smiles coming onto their faces.

Panthro chuckled, "Been a long time, Dobo."

"A _lifetime_, Panthro." The dog, apparently named Dobo, replied.

"I can see that!" Panthro said in return, patting his shoulder.

"Are they… friends?" Tygra asked, looking at the pair with wide eyes.

"I can't tell." Cheetara said, turning to him, just as surprised as he was.

Dobo turned to Lion-O, "You wanna see your cat? Well, you're just in time." He pointed down at the arena, "She's up against Gormax next."

"The _robot?_" Leanne asked in shock. "The robot that has the disconnecting head with the _huge freaking spikes_ on it_?_!"

"He's a cyborg, actually." Dobo corrected.

"Whatever!" Leanne snapped.

Everyone else moved over to the side of the balcony to look down at the stadium. They watched as one of the barred doors opened up, and out stepped the cat from the poster. She had orange hair that was pulled back into a ponytail, the end of it looking as though it had been dipped in white, reminding Leanne a little of a fox's tail, and the two long strands of her hair that hung on either side of her face were the same. Leanne thought her quite pretty, despite her dirtied and slightly disheveled appearance from being a part of The Pit.

"She doesn't have a chance against that thing…" Lion-O muttered, watching as she walked into the stadium, facing her opponent.

"We'll see soon enough." Dobo said, looking down at the stadium with a confident grin.

They all watched as Gormax pulled off his head and flung it at her, and she quickly dodged it. The head began to turn around, and again she dodged as it moved back into the body, hitting the open spot where the head connected to the body with a huge blast of sparks. Again, he reached for his head and threw it, and again, she dodged, but this time, she managed to grab a few small stones that had been lying on the ground, and she held them in her hand. She pressed a small switch on the large band she wore on her wrist, and a small bow appeared, she pulled it back with one of the pebbles and fired it straight into the hole where the head and body of Gormax connected. She shot in two more for good measure, and one of them must have hit something, because suddenly, Gormax's body let out a stream of sparks and fire and collapsed on the ground. The crowd cheered wildly as she came out victorious, jumping on top of the immobile body and holding her fist up to the crowd, who all howled and hollered at the show she had just given them.

The others looked at her with wide eyes, surprised she was able to beat something like that so easily and so quickly.

"And Pumyra wins again." Dobo said, a triumphant grin on his face. "You cats train your soldiers well. That warrior is making me a fortune!"

Down below, two huge guards came over to her, binding her hands together with handcuffs and leading her back inside the stadium.

Lion-O turned to Dobo, "Let us buy her freedom." He said.

"With what?" Dobo asked, "She'll earn her freedom if she survives one hundred fights."

"It'd be a shame if she escaped before that." Lion-O said.

Dobo let out a feral growl, glaring at him. He turned and looked back at Panthro, "Make sure your friend doesn't do anything stupid, Panthro." He said, walking off of the balcony to go and collect the money he had made off of bets for fights. Lion-O glared at his back and began to march after him, but he was stopped when Panthro placed his hand on his shoulder.

"The lizards are bad enough." He said, "We can't afford a war with the dogs, too."

Lion-O turned to look back at the stadium just as Pumyra was being led back into the rooms where the prisoners were kept.

"She's a ThunderCat, Panthro!" Lion-O said, "I won't let her be a slave."

"You might have to." Cheetara said, Lion-O looked at her with wide eyes, "This is Dobo's arena, and she seems to be an excellent fighter, I'm sure she can survive on her own."

"You can't be serious." Lion-O said in surprise.

"She has a point." Tygra said, "We don't have time for this right now. After we defeat Mumm-Ra, we can work on getting any of the cats out of slavery. Sort out your priorities, Lion-O."

Lion-O growled and stalked off away from them. Leanne sighed, and Cheetara looked out at the stadium to see that most of the dogs were starting to get up and leave.

"I guess she was the last fighter of the day." She said.

Leanne looked at the path Lion-O had left on, and sighed, "I'm going to go talk to Lion-O." She said, before following the path he had taken. She followed him out of the stadium, where many other dogs were leaving as well. "Lion-O, wait!" He stopped and turned around to face her as she came up to him, "I know you're upset about this, but they all make good points. We can't have any more enemies than we do now, and Pumyra looks like she can handle anything they throw at her. Besides, we don't even know anything about her."

"What if it was one of your kind in there, Leanne?" Lion-O asked, Leanne stopped short on her response, "A human, just one, that you didn't know anything about, but they were being forced to fight in near impossible battles! How would you feel about it then?"

"That's a completely different situation, Lion-O." Leanne said.

"Answer the question." Lion-O replied firmly. Leanne's mouth moved into a firm line as she looked at him.

"Okay, I would want to do the same thing you do, but that is _completely_ different!" Leanne said quickly.

"It's the same thing!" Lion-O shot back.

"There are next to no humans here, they're not supposed to be here." Leanne argued.

"A _cat_ shouldn't be here!" Lion-O snapped, "She should be away from here!" They didn't see how their argument was starting to draw attention.

"It's not like she's the last one!" Leanne replied.

"She may as well be! We almost haven't come in contact with another cat since we began this journey!"

"Belata and Banvor don't count?!"

"I said almost!"

"And what about their cub?"

"I said _'almost'_ Leanne!"

"She'll be fine, so leave her be!"

"I can't let one of my own kind live like that!"

"We can't afford something like this right now, Lion-O!"

"Yes we can!"

"Why? Because you're king?! And everyone has to do what you say?!"

Lion-O growled, hating when she mocked the title he was given, "That's not it!"

"Then what is it, Lion-O?! What?!"

Lion-O didn't respond, and Leanne crossed her arms, waiting for an answer. It was then that they noticed the dogs around them, all staring at the pair with wide eyes. Leanne's face flushed in shame, not realizing just how much attention their argument had drawn. Once they were noticed, they all looked away and began to go about their own business. Leanne and Lion-O looked back at each other, significantly much calmer than they were just a moment ago. And now that she was thinking with a much clearer head, she felt a little guilty for yelling at Lion-O like she had.

"Um… Lion-O, I—"

"I'm going back to the others." Lion-O said, interrupting her apology. He walked past her and out of her sight. Leanne was quiet as she watched him go. She put a hand to her forehead. What the heck was _that_ about? Why had she gotten so angry with him? And so quickly, too? She sighed, not really sure about what was going on inside her own head anymore. She headed out through the crowd, deciding to get started on some of the supply-finding. She didn't have any money, but she could at least look for places that sold what they were looking for. As she walked, she heard something rustling in her pocket. Curious, she pulled it out and saw it was the elemental rune circle that Nick had given her. She suddenly remembered her dream, and how she needed to practice this. According to what her Nana said, she needed to be ready, but ready for what? Surely Mumm-Ra's army couldn't get much worse with his new generals, and Lucas.

Her thoughts stopped for a moment. Lucas, the English boy with the sweet little girl Elizabeth… She still didn't entirely know who she was to him. She was obviously related to him, because she was far too young to be a lover of any kind. She would have thought her his sister, if it weren't for the fact that both times she had seen them, there were mentions of an aunt and uncle. Perhaps she was his cousin? She wasn't sure. But one thing was certain, he cared about her a lot. She was very sick, with what she didn't know, but she was sick, and Lucas was looking for some kind of cure. Maybe magic was the cure? It would explain why he was coming after her powers. Her hand went to her neck at the memory of him taking it from her. And when she had been in the prison cell with him and Kanar, he had looked so uneasy around the Jackal. He was probably afraid of him, then again, who wouldn't be? She was surprised the psychopath hadn't broken any of her ribs with that kick. But when he had looked at him, she had seen complete terror on his face. Just what was it that made him so afraid of Kanar?

"Miss?"

She was broken out of her thoughts and looked to the vendor who had spoken to her, "Ya alright there? Ya been standing there for five minutes now." Leanne hadn't realized she had stopped moving.

"Yes, I'm fine." She said, "Just a little… lost in thought."

"Well, ya best not stand too long 'ere." The vendor said, "Pickpockets like to roam t'ese parts, stealin' from those 'lost in thought'."

Leanne's hand immediately went to her pocket, finding that the paper from before was still there. "I… I will keep that in mind, thank you."

"No problem." The vendor said. Leanne nodded in goodbye and headed through the market, looking for her friends in the crowd.

She eventually found them going over some food at one of the small shops in the town. "Hey," She greeted them, she looked around, seeing only Cheetara, Panthro, and Tygra. "Where's Lion-O?"

The other three stopped, looking around, "We… thought he was with you." Tygra said with wide eyes. Leanne raised an eyebrow curiously.

"He said he was going to find you guys…" She said her speech slowing slightly when she realized what might have happened, "Oh no…"

"He better not have gone back to The Pit." Panthro grumbled, marching towards the stadium, the others followed behind him.

* * *

><p>Once they arrived at The Pit, the guards wouldn't let them in, saying that it was closed, but once Panthro told them that they needed to see Dobo about Lion-O, one of them went to go see him, and a little while later, the guard came back with Dobo in front of him. In Dobo's hands was an all-too-familiar gauntlet with a sword inside it.<p>

"Your friend did something stupid." He said simply, before handing the gauntlet to Panthro.

"That's our king you've got in there, Dobo!" Panthro said.

"He tried to steal from me, Panthro." Dobo replied, "Would you rather I turn him over to the authorities? In The Pit, at least he's got a chance of getting out."

"After he wins a hundred fights." Leanne scoffed.

Dobo eyed her for a moment, and she eyed him right back, showing him she wasn't in the mood to deal with something like this right now, "Since Panthro's a friend, I'll make an exception. If Lion-O wins, he's free."

"And if he loses?" Cheetara asked, she turned to Panthro, "Remind me again how you know this 'friend'?"

Panthro sighed, knowing he should have seen this coming, but said nothing about it as he began, "A long time ago, Dobo and I met in The Pit. I was a prisoner of war, he was a thief. For matches, we were usually paired as a team." He let out a short, bitter chuckle, "Guess they thought it was funny to see a Cat and Dog fighting together." Leanne was tempted to reach out and see through some of Panthro's memories, but decided against it. She had seen how Panthro had fought in battles against the lizards, she didn't think she'd care to see him fight in death matches.

Dobo nodded in agreement with Panthro, "We beat everything they threw at us. No matter how nasty." It made sense how they were such good friends now, to Leanne. Panthro was a soldier, and she knew that in order to survive battles, you had to place a lot of trust in those who were with you, trusting that they would have your back when the time came that you were in trouble.

"While most warriors die here, Dobo somehow rose up to run the place." Panthro said, looking at him.

"Only slave that's ever done that." Dobo said, he looked at his old friend. "I owe it all to Panthro. He was like a brother to me. I wouldn't have lasted a day if he hadn't taught me how to survive."

"That's not true, we survived together." Panthro said.

Dobo nodded once, "Indeed." His eyes narrowed slightly as he glared at Panthro, "Until that morning I woke up and found out you escaped." He turned his back on Panthro, looking up at the walls of The Pit.

"I always regretted leaving you behind like that…" Panthro said.

"No, it was the best thing you could have done." Dobo said, "I was naïve to have expected loyalty from a Cat. I learned that day I was going to have to earn my freedom myself." He looked back at the group, "If your king wants his freedom, he can fight for it, too!" Leanne let out a breath in exasperation. "Now if you'll excuse me, I have to set up The Pit for tonight's fight." He turned and began to walk away from them.

"Hang on!" Leanne said, going after him. He stopped and looked back at her, "Let me talk to Lion-O." He opened his mouth to offer his response but she beat him to it, "I understand the rules of The Pit, and I won't break him out. Believe me, I think he could do with a little time-out right now." Dobo closed his mouth and nodded.

"Just you, no one else." He said, "I don't want one of them to try and make an escape attempt." He nodded at the others. Tygra stepped forward.

"Leanne, what are you going to do?" Tygra asked her. She turned around and looked at him.

"I'm going to give that hard headed king the lecture of his life!" Leanne snapped, before following Dobo inside the pit, heading to where they kept the prisoners. He opened the door, but didn't go in with her.

"The guards will show you to his cell." He said, nodding at one of the bulldog guards. He got up and she followed him down the hallways. As they passed by the different cells, Leanne saw a lot of dirty-looking prisoners who all glared at her as she passed by. Considering this was a prison, she expected the men to hoot and holler at her like she had seen on television when men would react to a woman walking through prison halls. She had clearly misinterpreted. These prisoners were all hardened soldiers, or at least hardened fighters, who cared more about whether or not they would survive their next battle than whether they saw a woman passing by.

As they came closer to Lion-O's cell, she could hear his voice echoing down the hall.

"I was just trying to help you." Lion-O grumbled. An angry hiss responded to him, "You're a piece of work, you know. You act like I'm your enemy."

"That's _exactly_ what you are to me." A woman's voice replied, Leanne assumed it was Pumyra's.

"I am your king!" Lion-O said sharply.

"A _king_ would not have abandoned his people when Thundera fell!" Pumyra snapped back, "A _king_ would not have let his people be sold into slavery! And a _king_ would have done something for them by now!"

"I did what I had to do!" Lion-O said, "So I could fight another day!"

"And how many more days do you need before you free your people?!" Pumyra snapped, "_So_ many waited for you to save them from their torment, and until their _last breath_, they waited!"

"I can't change what's happened!" Lion-O snapped, just as Leanne rounded the corner, and the guard pointed at his cell, giving her some privacy to speak with him. "But I can promise to stand by you now."

"Ha!" Pumyra scoffed, "I stopped believing you'd rescue me a long time ago, Lion-O. I will earn myself the freedom _my king_ could not give me. And when we get in that arena," Her voice took on a much more threatening growl, "I'm gonna rip you to _pieces_." She smacked against the bars of her cell.

"Glad to know I'm not the only one that's angry with you." Leanne said, catching his attention. He looked up and instantly jumped to his feet when he saw her.

"Leanne!" He said, his hands grasping the bars of his cell door, "What are you doing here?"

"I didn't come here to break you out." Leanne said as she approached his door, "Unlike you, I'm abiding by what Dobo said. I thought you said you were going back to the others!"

"I was, and then I went back to The Pit." Lion-O snapped, "Or do you think I'm lying?"

"Lion-O, stop. I'm not here to argue with you." Leanne said, she fingered the golden chain of her necklace, "Besides, I'm pretty sure this would let me know if you were lying or not."

"Well if you're not going to help me, then why _are_ you here?" Lion-O snapped.

"I'm here to _yell_ at you and tell you what a colossal _idiot_ you are!" Leanne snapped back. Lion-O groaned and moved away from the bars on the door, but Leanne continued to speak, "Is it so impossible to take in the opinions of someone other than yourself? We all agreed that we should just leave this place alone, but _no_, you had to go with your own little plan and play hero! Even _she_ doesn't want you to save her!"

Lion-O let out a feral growl in the back of his throat, "Leanne—"

"I'm not done yet!" Leanne interrupted him. She shook her head, "You are just… such an idiot, sometimes! It's bad enough all of this is happening in the middle of a gigantic war, but it's even worse when you get sidetracked by the tiniest things!"

"I was _not_ getting sidetracked!" Lion-O growled.

"Yes you were!" Leanne shot back, "If you had just kept to the original plan, you wouldn't be locked up in a cell right now!"

"Well I'm sorry I can't be as thick-skinned and hard hearted as you humans!" Lion-O snarled.

"Ex_cuse_ me?!" Leanne exclaimed, her voice rising up a couple tenors.

"You keep talking about the mission, but have you ever thought about the people we meet on the way?!" Lion-O snapped, "Those who are hurt, or who experienced loss?"

"Of course I think about them!" Leanne said, "But no matter how badly we want to help, there's nothing we can do!"

"Yes there is!" Lion-O retorted, "You're just too much of a coward to try!"

"_What?_!" Leanne almost screamed it out.

"You heard me!" Lion-O snarled.

"I am _not_ a coward!" Leanne shouted, stomping her foot on the ground.

"You're the first person I've ever met that was afraid of the sight of blood!" Lion-O shouted back. Leanne's silver eyes went wide, surprised that he would even bring that up, but her face soon twisted into an angry scowl.

"There's a reason for that, Lion-O." She said, her voice calm but just as venomous as it had been when she was yelling.

"Yeah, I know. And maybe if you'd had better control over yourself as a child, maybe you wouldn't have become so afraid of everything." Lion-O snapped.

Lion-O's head suddenly snapped to the side, a sharp pain on his cheek, and he looked to see Leanne with her hand raised, as if she had just slapped him… or, kind of slapped him. What had happened was Leanne had made the motion to slap him with her hand, but because of the distance between them, and the cell bars, her powers had made up for it, by creating a sharp wind to travel through the bars and hit him. He looked at her, shocked that she would do something like that. He saw her silver eyes filling with tears as she glared at him.

"I can't believe I ever saw _anything_ in you!" She yelled, her voice breaking as if she was about to cry. "I wish I had never come here!" She turned away from the cell and stormed away from him, wiping away the wetness from her eyes. Lion-O watched her leave, guilt settling down in his stomach. He let out a sigh and leaned against the cell door, making sure his head hit the metal to give himself a little pain.

* * *

><p>Leanne came out of The Pit, where the others were waiting on her. They could tell something had happened. She had a deep scowl on her face, and her eyes were slightly red from shedding tears. Cheetara was the first to approach her.<p>

"Leanne, are you okay?" She asked.

"Fine." Leanne replied shortly, walking past her.

Tygra sighed, "You two had another fight again, didn't you?"

"Shut up." Leanne said, her tone dark. She walked past the group, "Let's just get the supplies. We can at least do that while we wait."

* * *

><p>The group separated, Cheetara and Tygra going to get some food to refresh the rations, and Panthro and Leanne went to see if they could get some oil to help Panthro's arms. She was completely silent as they went around the marketplace. Panthro glanced uneasily at her, but she didn't notice, or if she did, she didn't acknowledge it.<p>

"Lee, what happened?" Panthro asked, "It's rare that you and Lion-O fight."

"It's nothing to worry about." Leanne said, looking over the various black liquids, "Do you think this one would be good?"

"Lee, the last time you and Lion-O fought, you left the team." Panthro said, she looked up at him.

"I'm not going to leave again, Panthro." She said, she looked back at the oils, "I'm just… pissed."

"What did he say?" Panthro asked, Leanne shook her head.

"Something he'll hopefully regret later." She said, "But right now, he just called me out on some stuff, and I called him out and… yeah. It didn't end well." She looked up at him, "You don't have to worry about me leaving, Panthro. I'm not going anywhere." Panthro nodded quietly and she looked back at the oils, "So, do you think this one is any good or not?" Panthro looked at it and shook his head.

"Nah, too thick." He said, he pointed to another one and looked to the shopkeeper, "We'll take this one."

* * *

><p>That evening, everyone returned to The Pit, and Dobo let them onto his balcony to watch the match. As the gates opened and Lion-O and Pumyra stepped out, the crowd of dogs let out loud cheers and howls, eager to see the match.<p>

"It's a rare treat to see two Cats tear each other apart." Dobo said, "The crowd's excited."

"Too bad two Cats won't kill each other for some Dogs… sick pleasure." Tygra growled.

Dobo let out a laugh, "I have yet to see your species display such loyalty." He glanced at Panthro when he said this, and the cat said nothing in return.

As the two of them approached each other in the arena, they exchanged some words to each other.

"I know I failed you, Pumyra." Lion-O said, "But I ask again that we stand together as Cats."

"Only one of us will be left standing." Pumyra said, "Now enough talk." She loaded up her bow, and starting firing at Lion-O, who brought up his shield to defend himself. Once the onslaught was finished, Pumyra grabbed a new handful of stones and fired them off again. She made sure to stay in the air and out of his range of attack as she came closer. When she came close enough to Lion-O, she began to attack him, roundhouse-kicking against the shield he put up in defense. Once she had kicked it out of the way, she prepared to fire at him again. Lion-O quickly defended himself, but he wasn't as prepared as he was the first time, and he lost his balance and fell back. Pumyra came up in front of him again, and again, Lion-O held up his shield. Pumyra grabbed a sling from her side and put in a handful of stones, spinning it around to build up velocity, Lion-O just took a few steps back, keeping his shield raised.

"Why isn't he fighting back?!" Leanne asked, her hands gripping at the balcony.

Pumyra threw the sling at Lion-O, and instead of just hitting him, she made sure to knock the weapon out of his hands, throwing it well out of his reach. The sling then came back, like a boomerang, after Lion-O. He only ran for a few paces before the sling wrapped around his ankles, binding them, and making him fall to the ground.

The crowd howled and cheered at Pumyra's clear victory in the match. Her voice carried out over the stadium as she spoke to Lion-O. She scoffed, "It's easy to see why Thundera fell in a day. You're pathetic." She kicked him in the face and knocked him over. As he got up, she kicked him down again, and again, and again. Leanne's hands gripped tightly at the railings, unable to believe what she saw as Pumyra beat Lion-O again and again. Her eyes began to fill with tears at the sight of it.

"I refuse to fight you." Lion-O said.

"Then you will _die_!" Pumyra kicked him down again, "Stay down and I might end this mercifully!" Lion-O did no such thing, and got up again, holding his side where she had kicked him. "…Very well. You can suffer as your people did!" She punched him down again, and the crowd booed the fight, wanting Lion-O to fight back.

Leanne turned to Dobo, her eyes filled with unshed tears, "That's enough! Make it stop!"

"The fight has yet to end." Dobo said, keeping his eyes on the stadium.

"Does he have to be punished for what you think I did?!" Panthro asked him.

"Should I be the only one, _old pal_?" Dobo spat out, "When you ran, you didn't just leave me behind. You left behind _all_ the enemies we had made together. I had to stand alone against that bloodthirsty horde."

"I ran because I learned my fight the next day was a death match!" Panthro said.

"So? It wouldn't have been your first." Dobo scoffed.

"It was going to be between you and me." Panthro said. Dobo's eyes widened for a fraction of a second, but then narrowed as he looked at him.

"You were afraid you couldn't beat me?" Dobo asked.

"No…I was afraid I'd _have_ to." Panthro replied.

Dobo's eyes widened again.

Below in the stadium, Pumyra kicked Lion-O down again and he tumbled along the ground. Once he stopped, he began to push himself up with shaking arms, but stopped when two stones were fired at him. They missed him by just a hair. He looked up at Pumyra, and saw she held the string of her bow taut. She was breathing heavily with the effort she had put into this fight.

"Why do you keep getting up?!" She growled out.

Lion-O pushed himself to his feet with a groan, "I said I'd stand by you…" He panted out, "And I intend to." Pumyra still held the bow taut, looking at Lion-O with wide, disbelieving eyes. Everyone in the crowd watched on the edge of their seat, waiting to see Pumyra deliver the final blow. Leanne's knuckles turned white because she was gripping the railing so tightly, keeping her eyes on Pumyra. After a moment, Pumyra opened her hand, but not to loose the stone, but to drop it. She tucked the bow away into the band on her wrist, and she turned to the balcony where Dobo stood.

"I will not kill my king, Dobo!" She shouted up to him.

"And I will not hurt a fellow Cat!" Lion-O shouted as well.

Dobo looked at the two and said, "The penalty for forfeiting is death." They both nodded in acceptance to it, but the crowd booed his choice. Soon a chant began to come out of the crowd, shouting 'Let them live! Let them live! Let them live!' Dobo let a small grin come onto his face and he turned to Panthro, "It seems loyalty is not only a trait of the dogs." He turned back to the two of them and spoke loudly so his voice would be heard over the crowd, "You have earned my respect! You both leave this arena as free Cats." The crowd cheered wildly at his choice. The two of them headed for the exit, and Leanne was the first one to leave the balcony.

She dashed down the stairs as quickly as she could and headed straight for the door where they would be coming out. Once Lion-O, who was thoroughly bruised and beaten, came into view, she ran at him and wrapped her arms around his shoulders. He grunted in pain and she pulled back.

"Sorry…" she said quietly, she looked over his arms, gently moving her hand along his fur and hissed in sympathy, "You're really beat up."

"I'll be okay. I've been through worse." Lion-O said, she looked up at him, and for the first time since their argument, their eyes met. Lion-O was surprised to see Leanne's eyes were filled with tears. He began to reach out to dry them, but stopped and pulled his hand back as she wiped her eyes on her own.

"I'm sorry I hit you." She said, sniffing a little.

"I'm sorry I brought up the… incident." Lion-O replied.

"I'm sorry I called you an idiot." Leanne said.

"I'm sorry I called you a coward." Lion-O said.

"I'm sorry I mocked your leadership as king." Leanne said.

"I'm sorry I was so stubborn." Lion-O said.

Leanne let a small smirk onto her face, "You should be." She looked over at Pumyra, "But, in the end, it was for the better." Lion-O smiled at her, and she smiled back. "We should bandage you up." She put her hand on his arm, but Pumyra grabbed his other one.

"Allow me." She said, surprising them both, "It's the least I can do after what I've done." Lion-O nodded and let her pull him out of Leanne's grasp and out of The Pit, where the others waited. Leanne stood still for a moment, her skin missing the feel of Lion-O's fur on her palm, but she shook it off and followed them out to the village, where they went to the tank and got some medical supplies for Lion-O.

Leanne stood with the others on the side of the tank as Pumyra began to wrap the bandages around Lion-O's arm.

"Maybe you know how to act like a king after all." She said softly to him, giving him an apologetic smile. Lion-O returned it, but it dropped as he became more serious.

"You said you were among other Cat slaves. Where?" He asked.

"A mining operation, there," She pointed off to a high mountain in the distance, "In Mount Plun-Darr." Lion-O's eyes narrowed at the mountain, and he got up, walking over to the others.

"Panthro, set our course for Mount Plun-Darr." He said.

"What?" Panthro looked at him as if he was crazy.

"Pumyra said it's where the other Cats are." Lion-O said, "We need to hurry and free them. I don't want them to suffer any more than they have already." Panthro watched him, seeing the determination in his eyes, and nodded.

"I'll get the engines warmed up." He said, heading into the tank.

"What about the kittens?" Leanne asked.

"They'll be safer here." Lion-O said, "And they haven't shown up all day. I'm sure they're having a good time here." Leanne was quiet, but she nodded in agreement with him. Lion-O watched her carefully, "You don't have to come with us if you don't want to. You can look after the kittens." Leanne shook her head.

"No, I want to come." She said, she looked up at Lion-O, "The humans once made the mistake of enslaving more of our own species, just because their skin was a different color than ours. I don't think the Cats should go through that." Lion-O smiled gently at her, and she returned it, "Just as you stand by your people, I'll stand by you."

"I'm glad to hear that." Lion-O said, placing his hand on her shoulder and squeezing gently, before moving into the tank. Leanne watched him leave with a small smile, but as she watched Pumyra walk into the tank, her golden eyes watched Leanne carefully, and her smile fell, wondering just why Pumyra was looking at her so strangely.

* * *

><p>Lucas groaned as he walked down the hallways of Mumm-Ra's temple, rubbing his eyes. He hadn't been getting a lot of sleep lately. After watching an entire day of Kanar and Atticus… 'training' the troops, he had every right to have a few nightmares. But recently, his lack of sleep had been getting worse and worse. He was sure it was just because of the new generals scaring the living hell out of him, but still… He couldn't help but feel his body wasn't comfortable being around so much dark magic. It seemed to ooze out of the walls and ventilation shafts, giving the entire place the horrible smell of death and destruction, although that might have been there long before he came.<p>

He jumped when a lizard soldier suddenly rounded a corner and bowed to him, as Mumm-Ra dictated they do to those above them. Technically, Lucas wasn't above them, but since he spent so much time around the generals, they assumed he was.

"Oh God," He groaned, "Get up." He pulled the lizard up, "Do you need something from me?"

"Yes, sir." The lizard hissed, "Mumm-Ra is calling for a meeting with all the generals."

"I'm not a general, I'm not going." Lucas snapped at the soldier before brushing past him.

"He has specifically asked for you to attend." The soldier said. Lucas stopped walking and sighed.

He turned back to the soldier and raised an eyebrow at him, when the soldier did nothing, Lucas made a waving gesture with his hands. "Well, come on then! Aren't you supposed to escort me or some bullocks like that?" The soldier jumped and began to lead the way for Lucas as they moved down the hallways to Mumm-Ra's throne room. Already there was Kanar, Atticus, and Slithe, who all watched him walk into the room, taking a sit beside Slithe. He looked up at them, seeing as how all but Mumm-Ra stared at him, and he growled out, "The _hell're_ you lot lookin' at?!"

"Calm yourself, Lucas." Mumm-Ra rasped at him, Lucas looked at the wrinkled demon and sighed.

"Why am I here?" He asked.

"I have called this meeting to discuss our next plan of action." Mumm-Ra raised his hands over what he had told Lucas was 'The Well of Souls' and they saw a picture of a mountain against a stormy horizon, with a dragon skeleton resting on the side, its body pierced with the strange red crystals that seemed to penetrate all parts of the mountain, "This is Mount Plun-Darr. It is where my most powerful weapon waits." He looked up at his generals, "There is a group of rats trying to take it from its resting place. We are going there to retrieve my sword from their filthy claws and bring it back into my hands. My generals, you are to lead my legions to the mountain and prepare for battle." He waved his hand again, and Lucas's eyes widened when he saw the Thunder Tank rolling across the terrain. "The ThunderCats are already on their way. They will try to take it." He looked up at them, "You are going to stop them."

Kanar let out an eager laugh, and Atticus grinned maliciously, Slithe looked up at his master and nodded, a small grin coming onto his face, "With pleasure, My Lord." He hissed out.

"Am I going with them?" Lucas asked, wondering if this was why he was summoned.

"No," Slithe said, "You are to remain here and watch over the temple. You are to find any soldiers who stay behind and punish them." Lucas inwardly winced at the thought of dealing out 'punishment' to the lizards.

"With all due respect, My Lord," Lucas began, "I don't believe I have the authority to dole out the punishment you desire." He waved at Kanar and Atticus, "Why not let them do it upon your return?"

"Because I am now _giving_ you the authority you require." Mumm-Ra said, Lucas's eyes suddenly snapped wide and he looked to Mumm-Ra in shock, "Welcome to our army, General Lucas."

* * *

><p><strong>Tada! Chapter 25!<strong>

**I wanted to hurry up and post this because 9/29 is my b-day! ^_^**

**Anyway, I hope you like it!**


	27. Curse of Ratilla

26

The tank thundered along the ground as they headed towards Mount Plun-Darr. As they rode, Pumyra began to give some details as to what they were made to do, and who it was that told them to do it. From what Leanne could understand, they were basically rats. She wasn't looking forward to seeing one. Mice she could handle just fine, she actually thought they were pretty cute, but _rats_? The thought made her shudder.

"They mostly just set us to digging out tunnels in the mines, but that was just the easy job." Pumyra said, "The hard part was what he _really_ wanted us for."

"What was that?" Leanne asked.

"He would take two cats at a time and send them down into one of the tunnels." Pumyra said, "He told them to mine out the sword of Plun-Darr." Leanne and Lion-O's eyes widened at the mention of it. "It always ended in a cave-in. The legends say that the Sword of Plun-Darr is cursed, and that all who seek it are fated to die." She growled a little, "He didn't want to go after it himself, so instead he just keeps sending them in one by one until he can get his precious sword, sacrificing all of _our_ lives!"

"Are you sure it was the Sword of Plun-Darr?" Lion-O asked, "You're absolutely certain?"

Pumyra nodded, "Yes. I heard him say the name so many times, the calluses on my ears have it memorized." She said.

Leanne let out a deep breath and leaned back against her seat, "This is bad… But what would a bunch of rats want with the Sword of Plun-Darr?"

"Probably the same thing Mumm-Ra wanted it for." Lion-O said.

"How did you escape?" Cheetara asked.

"By the skin of my teeth." Pumyra replied, "There was a small blind spot in the guard's surveillance of the place. I waited until nightfall, when three new moons rose. It was my best chance, and I took it. But the second I was out, I was thrown into The Pit."

_"Lies."_ A voice whispered in Leanne's ear. She jumped, looking at Pumyra with wide eyes, and then looked down at the Jewel of Omens. Surely she wouldn't…

"Um… that can't be all, can it?" She asked Pumyra. She looked over at Leanne, "I-I mean… there must be more to the story than just that."

"What more do you want to hear?" Pumyra snapped, "How I got caught by a bunch of dogs as a runaway slave? Or how I battled it out in The Pit?"

"Okay, sorry." Leanne said, "I was just… wondering." _She was a slave for a long time_, she thought, _she was probably just lying about how smooth the escape went. She'll tell the truth when the time comes_. But one part of her deep down knew that Pumyra was lying. She quickly stomped out any doubts. Lion-O trusted her, and so should she.

The tank slowly came to a stop, and everyone stepped out, seeing they were a pretty good distance from the mountain. Everyone filed out, making sure that none of the rats on guard would be able to see them, carefully moving from rock to rock. Soon, they reached the blind spot that Pumyra had spoken of and snuck past their surveillance, going near the slave camps. They looked down as they watched Cat slaves going in and out of tunnels, all of them exhausted and tired as they moved around the mining gear and supplies.

"I can't stand to see our people treated like this." Cheetara said.

"Try living it." Pumyra said, "For _months_ I suffered lashings from those rodents."

_"Lies."_ The voice whispered again in Leanne's ear, and she shook her head to be rid of it. _She probably just confused the time she spent here._

"We gave up hope of being saved long ago." She finished.

"Today they will go free. That's a promise." Lion-O said.

"You say it's the Sword of Plun-Darr that old rat is digging for?" Panthro asked. Pumyra nodded.

"If what I learned through the Book of Omens is true," Lion-O began, "Its power rivals my own sword." He looked down at the camp again, "If Mumm-Ra finds that weapon, it may not matter if we get to the other stones first." Leanne nodded.

"Then while you go and free your people, I'll go and find the sword." She said, standing up. Lion-O looked at her with wide eyes.

Cheetara stood up with her, "You could probably use some help. It was hard enough for you to hide your species in Thundera. If I come along, I might make it a little more convincing." Leanne smiled and nodded in thanks. They turned to walk away, when Tygra stood up as well.

"I'm coming with you." He said.

"Don't think we can handle it alone?" Cheetara asked him.

"Why would you want to?" He asked, "When you can handle it with me?"

Leanne made a gagging noise in the back of her throat.

Panthro shook his head and sighed, "Oh, brother."

"Fine, you can come with us." Leanne said, "But if I hear _one_ sexist comment come out of your mouth, I'm bailing on you."

"Fair enough." Tygra said with a shrug. They began to head down the mountain side to sneak in, but Lion-O came up and ran to the front of the group, where Leanne was leading them.

He stood in front of her, and there was a pause for a moment, where they both just stared at each other. She could see the concern in his eyes, silently telling her, 'I don't want you to go' and it seemed like he was about to voice this, but he stopped, and closed his mouth. "Leanne, I…" She looked up at him expectantly.

"Yeah?" She asked. Lion-O sighed.

"Be careful." He said. Leanne sighed at the anti-climactic words, but gave him a small smile.

"You got it, dude." Leanne said, giving him a thumbs-up.* She and the others continued down the mountainside, and Lion-O watched them until they were out of sight. Once they were gone, he still stood there for a moment, and Pumyra came up beside him.

"You like her, don't you?" She asked him with a knowing grin.

"Ye— No!" Lion-O said quickly, "I— She— I mean—" He sighed, "I'm over it."

"Maybe it's time you move on to someone else?" Pumyra suggested. Lion-O looked at her, surprised at her words. It hadn't really occurred to him to be with someone else. His mind had been more focused on the mission than finding a girlfriend, mostly because he needed to busy himself, or he would over-think his relationship with Leanne to a point where he would start to depress himself. Pumyra seemed to be offering a relationship with her which, if he thought about it, didn't seem like a horrible idea, but he wasn't sure if it was the best idea at the moment.

"Enough flirting." Panthro's voice interrupted his thoughts, "Let's do something about those slaves." Lion-O nodded and they all moved down to the camp, being careful about staying out of sight of the rats.

* * *

><p>After some more sneaking around, Cheetara got a hold of three cloaks for she, Tygra, and Leanne to wear, and Tygra got three pairs of handcuffs. With a little help from Cheetara, they put some mud on her face to create the false illusion that she was another Cat, so she would be able to sneak in easier. Their plan, mostly Tygra's, was to sneak in with the slaves to get to the dig site where they could find the Sword of Plun-Darr. As they were walking in the lines with the slaves, Cheetara turned to him and whispered, "This is a <em>terrible<em> idea, by the way."

"I'm with Cheetara." Leanne whispered from behind him, "We could have just snuck around the guards!"

"This is the surest way to get us to the dig site without getting in trouble." Tygra whispered back to them. He held up his hand, "Besides, these chains aren't even locked."

"Hey! You three!" A voice shouted, they all froze, as well as the rest of the line. One of the rat guards came up to them, looking over their appearances. They lowered their heads a little, trying to hide their appearances from him, but also looking a little afraid. The rat looked at their wrists, and began to lock the handcuffs. "That's better. Wouldn't want you running off and getting hurt." The way he spoke made them think that 'getting hurt' was the _last_ reason they were in handcuffs. The guard moved away and began to inspect the cuffs of the slaves behind them, to make sure there was nothing wrong with them, and the two girls turned and glared at Tygra.

He shrugged sheepishly, "At least this will make our disguises more convincing." He whispered.

Cheetara sighed, her glare disappearing and a small smile coming on her face as she looked down at her handcuffs, "You're lucky you're cute."

"When we get out of this, remind me to smack you silly." Leanne whispered to him. Tygra's grin disappeared, turning into a grimace.

* * *

><p>Lucas stood at the entrance of the temple, watching as the soldiers all filed into the machines and tanks, preparing for battle against the Rats and the ThunderCats. The generals had yet to come out of the temple, because they were still prepping themselves, grabbing their weapons of choice. He heard clawed feet tapping on the metal flooring behind him, and he looked back to see the three of them approaching the entrance. He turned to them, waiting for them to pass by. Slithe walked by with only a glance and nod in acknowledgement, and he returned it, Atticus only hefted his bludgeoner, paying no mind to him. Lucas watched as they walked out to the other soldiers, and he froze slightly when he realized only two had gone through the entrance. He looked back and saw Kanar standing just a few feet away from him, looking at him expectantly as his axe rested on his shoulder.<p>

"I'm almost afraid to ask…" He muttered, looking at the Jackal, "But why are you here? Don't you need to get going?"

"Just making sure little junior here remembers his homework." Kanar said, coming over and ruffling Lucas's bleached hair with a laugh. Lucas sighed softly to himself, letting the Jackal tease him because he was a little afraid to find out what would happen if he smacked his hands away. "Maybe you need a refresher before I go?"

Lucas's blood ran cold at the thought of a 'refresher' and jumped back from him, and Kanar smiled when he saw the fear in his eyes, which bore little dark circles from his lack of sleep recently.

"I don't need a f**king refresher!" He snapped at him, "I remember your damn lessons! Just…" He turned away, taking a deep breath, not daring to look at the Jackal, "Just go already." Kanar laughed his signature laugh as he went through the entrance, and Lucas felt a shudder run through him. He looked back out when Kanar's laughter had faded and saw they were all filing into the vehicles, with Mumm-Ra's unusual vehicle that resembled the head of a sphinx leading the way. He watched as all the engines revved up and they all drove off, leaving a huge trail of dust behind them. Once they were all gone, Lucas closed the door to the temple, heaving a heavy sigh.

"I hope to God I don't find anyone here." He prayed quietly as he went about walking through the halls of the temple.

* * *

><p>It didn't take them much longer after that to reach the dig site and they joined a huge group of Cats. As they were walking in, a few Rats came up from below, saying that the last cave in had been cleared, and it would be easy for them to enter.<p>

"All right," The head Rat turned to the crowd of slaves, "Who's next?" A fearful murmur flowed through the crowd, all Cats staying close to their loved ones in the group. The Rat sighed, "Don't all jump at once. At the rate we're losing Cats, you'll all get your chance." His eyes scanned through the crowd, "How about… You two?" He pointed to a pair of children, who gasped in fear, and clung to their mother in the crowd. "Grab them." A pair of Rats went forward and began to separate the children from their mother, and they cried out for her, sobbing as tears ran in torrents down their cheeks. Their mother shouted back, reaching for her children, but the guards restrained her.

"Stop!" The Rats paused when they looked to see three cloaked figures standing away from the crowd.

"We'll go." Cheetara said.

"Finally some brave Cats." The head Rat muttered, he waved his hand, signaling for the guards to release the two kittens, who ran back to their mother. "Let's see if your cockiness saves you from the sword's curse." Two guards went over and unlocked their handcuffs, and they walked out onto the platform. The Rats hit a switch and it started to lower down further underground. Once they were completely out of sight and surveillance, they removed the cloaks.

"Did he say 'curse'?" Cheetara asked.

"It's probably just superstition to keep the slaves scared." Tygra assured her.

"I hope you're right." Cheetara said, looking around the tunnel.

"I'm right about everything." Tygra replied, winking at her.

Leanne let out a scoff, "Yeah, right."

Suddenly, the thick rope holding up the platform snapped, and they all began to plummet down the hole. As they fell, Cheetara pulled out her staff and extended it so it would be something of a brake as she fell. She eventually slowed to a stop, while Tygra and Leanne kept falling, but Tygra pulled out his whip and used it to grab onto the staff, while Leanne moved her feet towards the ground and had fire shoot from the arches of her feet, sending her up into the air, and grabbing onto the staff as well. The three of them hung there while the platform continued to plummet and crashed on the ground with a loud _bang!_

They all had a good grip on the staff, their feet dangling in the air. Cheetara turned to Tygra with a small glare. "No curse, huh?" She asked sarcastically.

He turned his head to the side, "I'm still not convinced." He said, Leanne rolled her eyes, he looked to Cheetara, "But if there was, it'd be no match for the two of us." Cheetara smiled at him, and Leanne stuck out her tongue.

"You know, all your cheesiness is making me lactose intolerant." She snapped at them. "And how are we supposed to get down from here, anyway?"

"Well, you can manipulate the earth, Leanne." Cheetara said, Leanne looked over at them and saw they were both staring expectantly at her. She huffed out a sigh and moved so she would be able to keep a good grip on Cheetara's staff with one hand by pulling herself up and swinging her elbow over the side. She lifted up her hand, and waved it, watching as a huge ramp of earth jutted out from the side of the tunnel, one part growing large enough so that she could simply let go of the staff and she would be able to put her feet on it. Cheetara and Tygra moved along the staff so they could join her on the ramp, and Leanne waved her hand to create more of a pathway for them to walk on. She kept this up until they were all the way at the bottom of the tunnel.

Once they were there, Tygra pulled out a large glow stick to act as a light as they went through the tunnel. Cheetara kept glancing back uneasily at the crashed platform.

"The platform falling?" She began.

"Was a coincidence." Tygra said assuredly. The light flickered on the torch, and Leanne created a small ball of fire to act as their light while Tygra got it to work again.

"Now the torch is going out." Cheetara continued.

"Shoddy equipment." Tygra said in that same assured tone.

"And the Cats who died down here?" Leanne asked him, just as wary of this curse as Cheetara.

"We only _heard_ that Cats died, it's not like…" He trailed off as he looked at the remains of a cave in, seeing the skeleton of someone had been pierced by a stone. He turned back to the girls, "Look, if we stick together, we can survive whatever—"

"_Look out!_" Cheetara suddenly slammed into Tygra, knocking him out of the way as one of the stalagmites (Or was it stalactites? Leanne never knew the difference) slammed down into the ground where Tygra had just been standing. Leanne let out a frightened yelp and looked at it with wide eyes. That was almost _her_. They both looked to Tygra, wondering if he still thought there was nothing to this curse, and he looked back at them.

"A freak accident." He said. The tunnel suddenly began to shake and rumble as more stalactites fell from the ceiling of the tunnel, and everyone began to run from it towards a more covered part of the dig site.

As they ran, Leanne shouted, "Tygra, stop jinxing us!" They dashed as quickly as they could to the end of the tunnel, and once they were all in safely, the rumbling stopped and the stalagmites no longer fell. Leanne, panting from the sudden mad dash she had done, turned to Tygra with a small glare, "Freak accident, huh?"

"Or not." Tygra admitted.

"Jinxer." Leanne snapped.

"What is a jinxer?" Tygra asked.

"A jinxer is a person who jinxes other people because they're too stupid to realize they're jinxing them!" Leanne snapped.

"I am not jinxing us!" Tygra snapped back.

"Guys, look." Cheetara's voice stopped them and she pointed to a large red crystal ahead of them, wherein lied an object that was as large as Tygra's torso. The three of them approached it, trying to make out its shape.

"The Sword of Plun-Darr must be in there." Leanne said, she reached out and touched the crystal where the sword was placed. She closed her eyes as she took in the feeling of the magic surrounding it, "I can sense a strong energy around it, but it's not evil. It's like… there's a coating of energy over the really dark energy that the sword has." She pulled her hand back from the crystal, opening her eyes.

"So how do we get it out?" Tygra asked.

"I know this is going to sound really weird," Leanne said, looking at the couple, "But the magic I feel around the sword feels like Jaga's magic."

"And that magic flows through me." Cheetara said, she grasped her staff, lengthening it. It glowed a dim golden color and she spun it in her hands, letting it gain some velocity before she thrust it at the crystal, right where the object was, and it shattered, leaving a hole just big enough for the object, which revealed itself to be a huge, black gauntlet, to rest in.

"That's my girl." Tygra praised, "See? Told you all that nonsense about this thing being—"

"_Jinxer_! Silence yourself!" Leanne snapped, interrupting him. He scowled at her, and she glared firmly back at him, "Do. _Not_. Taunt. The. Curse."

Tygra rolled his eyes, but said nothing as he reached up and tried to pull the gauntlet from the crystal. When he couldn't get it out, Cheetara grabbed the other side of it and put her hand over Tygra's to help him pull it out. When that still didn't work, Leanne moved in between them and stood on her tiptoes to reach the top of the gauntlet. They all gave a hard tug, and it came out from where it was trapped. They smiled at their success, but they quickly disappeared as the tunnel began to shake again, and rocks began to fall. Another cave in!

"Should we make a run for it?!" Tygra asked over the noise.

"We'll never make it!" Cheetara said.

"I could make a barrier, but I don't know how strong it'll be!" Leanne shouted.

Tygra turned to Cheetara, "You're fast enough to get out of here! Go!"

"You know I'd never leave you behind!" Cheetara said.

Tygra grasped her shoulders gently, "If this is our last moment together, we'd better make the most of it." Cheetara smiled at him, and he placed his hand on her cheek, leaning in to kiss her. Leanne mentally groaned to herself.

"Nice. They die together, and I die as the third wheel." She muttered, lifting up her hands and creating a stone arch over them to protect them as the larger boulders began to fall from the ceiling. They all hit the ground around the arch, but never the arch itself. After a moment, the boulders stopped, and so did the shaking. There was a silence. "…It stopped."

Tygra pulled away from Cheetara and they looked out at the fallen boulders.

"We… We survived." Cheetara breathed, unable to believe it.

"Told you sticking together would save us from the curse." Tygra said with a grin.

"Actually, I think we just got lucky." Leanne said. Tygra put his arm around Cheetara's shoulders.

"You're right. We did." He said. Cheetara smiled at him, and Leanne grimaced a little in disgust at the double-meaning.

"_Dude_! I'm right-freaking-_here_!" Leanne snapped. Tygra frowned at her, and Cheetara rolled her eyes. Leanne sighed, "Never mind. Let's just get this thing back to Lion-O." She reached down and picked up the large gauntlet. Because of its size, it was a little awkward to carry it on her own, so Cheetara went over and carried one side, while Tygra carried the other. Leanne was surprised at their sudden willingness to help her, but she didn't question it as they headed back up the ramp Leanne had made, planning to go out the way they came.

They were concerned about finding the rat guards up there, but they were ready to fight. However, when they reached the top, they found it was empty, of both slaves and guards.

"They must have fled when the earthquake started." Leanne said, "Hopefully Lion-O's helped them already."

They continued walking through the mountain, finding it was completely empty of any and all rats. As they reached the exit, they saw a huge crowd of Cats walking away from the mountain, there were no chains on them, and they all seemed happy. Leanne happened to see the two kittens and their mother, who were all happy as they walked together. They kept walking towards where the crowd was coming from, and saw Lion-O taking off the chains of different slaves. When it came down to the last one, his chains fell down into a huge pile. He rubbed his wrists, feeling the skin that had rested underneath the metal and smiled at Lion-O.

"Thank you, my king." He said gratefully.

"Rataro fled back underground." Lion-O told him, "You'll be safe in the old settlement just outside the ruins of Thundera." The Cat nodded, bowing to his king, before walking away to join the others.

"That's every cat accounted for, except for Tygra, Cheetara, and Lee." Panthro said, he sighed, "What if they couldn't find the sword?"

"As if there was any doubt." Tygra said. The others looked back and Lion-O smiled when he saw them, Cheetara and Tygra holding the gauntlet, and Leanne just beside them.

"You just have to make an entrance, don't you, Jinxer?" Leanne asked him. Tygra scowled at the name.

"Will you stop calling me that?" He asked her.

"Nope!" Leanne stated, "Jinxer is going to be your name from now on." Tygra rolled her eyes when she stuck her tongue out at him.

"I'm glad you made it." Lion-O said, walking up to them as the couple put the gauntlet down. He came up to Leanne, "Are you okay?"

"Don't worry, Lion-O, we're fine." Leanne said, giving him a small smile.

"But are _you_ okay?" Lion-O asked, Leanne looked at him with wide eyes, surprised that he was specifically asking about her wellbeing. She blushed a little.

"Um, yeah, I'm fine." She said, "The worst we probably got was a couple scrapes. Nothing serious. Did things go well on your end?"

"Well enough." Lion-O shrugged, he looked down at the Sword of Plun-Darr. "Mumm-Ra's sword."

"This isn't a weapon for Cats to wield." Cheetara said.

"I couldn't agree more." Leanne said, "We need to take this somewhere and hide it, maybe the Tower of Omens. And we need to do it before Mumm-Ra finds out we dug it up."

"It's too late for that." Panthro said, everyone looked up and saw him pointing to the horizon, where a huge army was approaching the mountain, and they were armed to the teeth. Leanne felt her stomach drop at the sight of it.

* * *

><p><strong>*If you get this reference, I love you.<strong>

**I'm sorry this chapter is so short, but the next one should be able to make up for it.**


	28. Birth of the Blades

27

Everyone looked out over the cliff as they watched the huge army get closer and closer to the mountain. Panthro was trying to get a better guess at their numbers by looking through a scope.

"How could they have found us?!" Lion-O asked.

"Too late to worry about that now." Panthro said, putting the scope down. "But if we move fast, we might be able to slip past them using the same trail as the cat slaves."

"Are you crazy?!" Pumyra turned to him, "Do you want to bring Mumm-Ra right to them?! We didn't free our people just to see them slaughtered!"

"Do you have a better plan?" Lion-O asked her.

"If it's the Sword of Plun-Darr and gauntlet he's after, let's use them to draw his forces into the mines." Pumyra said, "I know its tunnel system better than anyone. It'll give the slaves time to escape."

"If we're caught, Mumm-Ra will have everything he needs to rule Third Earth." Panthro warned her.

"Then let's not get caught." Pumyra said. She turned to Lion-O, "I know it's dangerous, but you owe it to your people…Your majesty." Lion-O was quiet for a moment, and then sighed, nodding. She went over to where the Sword of Plun-Darr was laying and picked it up. It had been wrapped up and covered in leather straps so it would be easier to carry. Lion-O went over and took it from her, putting it on his back.

"Panthro, I want you, Tygra, Cheetara, and Leanne to get to the tank." He said, "Pumyra and I will catch up after we lose them in the mines."

"You mean you, Pumyra, and me." Leanne said. Lion-O turned to her with wide eyes, "If you think I'm letting you do something this dangerous on your own, think again. I'm coming with you."

Lion-O tried to convince Leanne to go with the others, "Leanne—"

"It doesn't matter if you say yes or no," She cut him off, "We don't exactly have time to argue about this right now." Lion-O looked back out at the army, and sighed.

"Fine." He said.

"Are you sure you want to risk this?" Panthro asked, "I don't want your emotions to—"

"I'm sure." Lion-O said firmly. Panthro nodded once and they headed for the entrance to the tunnels. Lion-O pulled out a torch to light their path as they got to the parts of the tunnels where sunlight couldn't shine through. The walls were covered in the red crystals that encompassed the mountain. Some of them were as small the head of a nail, others were as thick as Leanne's head and longer than her torso. She wondered why no one had bothered to mine them instead of the sword. She asked Pumyra about it, and she said that they were worthless red quartz. No one would ever bother mining them.

"Why does it feel like coming back in here was a mistake?" Lion-O asked as they walked through the tunnels.

"Well, if you came for the slaves in the first place, we wouldn't be running for our lives." Pumyra snapped.

"You're never gonna give me a break, are you?" Lion-O asked, narrowing his eyes at her a little.

"You've got a lot to make up for, your majesty." Pumyra replied.

"Oh, this is going to be a long trip." Leanne muttered quietly to herself. She stopped when she saw a purplish glow out of the corner of her eye, and she saw that the sword was shining through the covering that was around it. "…_That's_ not good."

"What's it doing?" Pumyra asked, looking at the sword curiously.

"The sword is connected to Mumm-Ra," Lion-O explained, "He's calling to it." He glared at it over his shoulder, "It's evil. I can feel it. All the death and destruction it took to create it…" He shook his head.

"We can talk about the evil properties of a demon sword later." Leanne said, "If Mumm-Ra's calling to his sword, he probably knows exactly where we are. We need to keep moving." Lion-O nodded and Leanne turned to Pumyra, "If you would continue to show us the way." As an afterthought, she added, "Please."

Pumyra continued walking through the tunnels, and Leanne and Lion-O followed her.

* * *

><p>"Hmph." Lucas stuffed his hands in his hoodie pockets, glaring at the floor of the temple as he walked through its halls, "Oh, yes. 'Watch the temple.' He says, 'It'll be fun.' He says. Biggest load of rubbish I ever heard in my life!" He knew that wasn't really what Mumm-Ra said, but it made him feel better to blame him for his boredom. He looked around, listening for any sign of anyone who wasn't supposed to be there, but could hear nothing. It seemed he was the only one in the temple. He was completely alone. He looked around the barren, metal hallways, hearing nothing but the hum of the electronics as they powered the building.<p>

"Well, I suppose I could use this time." He said, he walked over to where Mumm-Ra's throne room was and walked in. He reached up, grasping his talisman, "Time to find out Mumm-Ra's _real_ ideals." He walked over to the spot in front of the Well of Souls and sat down, crossing his legs. He closed his eyes for a moment, focusing on his powers, letting them flow through the talisman, and he opened them again, his eyes glowing a bright green, and the talisman floated up from his hand and in front of him. Before him came a vision, taking him back a few hundred years, back to when the temple wasn't a temple, but a headquarters that flew about in space. He could see Mumm-Ra, with three of the stones before him, beside him were two cats, one that reminded him a lot of Lion-O, and the other was a purple-furred one. In between them was one human, with dark hair and brown eyes, that looked remarkably like Leanne.

"With the acquisition of each stone," Mumm-Ra began, "I move one step closer to ever-lasting power. Tell me that I will soon be able to add one more to my collection, commander."

"I've picked up the War Stone's energy signature, and I'm working to pinpoint its location." The commander said. He pressed a few more of the holographic buttons on the computer, and on the grid before them came a picture of a square, red stone with a strange black marking in the middle.

"I am pleased with the way you have handled their recovery, Leo." Mumm-Ra said, "Your skill as a tactician is a credit to your species."

"Thank you, My Lord." Leo said.

"Perhaps, when the universe is mine," Mumm-Ra began, "You shall have a planet of your own to rule. Supervised, of course. You are still just a Cat." Leo nodded, and pressed a few more buttons.

"I have a lock on the coordinates." He said.

"It appears to be located among the militarized population." The female cat said, "They will not give it up willingly."

"Then we will take it from them." Mumm-Ra said, he turned to the three of them, "But if it is casualties you are worried about, you may send in the Lizards first. See that our invasion force is ready. I must speak with the Ancient Spirits immediately."

"At once, My Lord." Leo said. Lucas made sure he kept an eye on them as they walked out into the hallways. Panthera left the two of them to go and speak with a Lieutenant about something.

Once they were a good distance from the door, the Leanne lookalike spoke up. "An entire planet of your own…" She looked up at Leo, "Is that what your soul is worth, Leo?"

"What are you talking about?" Leo asked her.

"I'm talking about the destruction of yet _another_ civilization so he can have his _precious _stones!" Erica snapped.

Leo quickly shushed her, "I don't like it when you talk this way, Erica. Mumm-Ra needs these stones to bring order to the universe!"

"Then why, in his pursuit of order, has Mumm-Ra only brought chaos and destruction?" Erica snapped.

"This is _treason_!" Leo hissed, trying not to get any attention drawn to them. "He is our _master_. Who are we to question him?"

"He is _your_ master, not mine!" Erica snapped, "And if his own soldiers can't stand up to him, then who will?" She stepped closer to him, "Where I come from, Leo, Mumm-Ra would be called a dictator, a _tyrant_! He takes away people's freedoms, he locks them up and turns him into slaves! And on top of that, he commits planet-wide holocausts, all for the sake his god damned 'order!' He rules by fear! Where I come from, we would already be mounting an army against him."

"Your world and my world are extremely different, Erica." Leo said, he narrowed his eyes at her, "Although, that hasn't stopped you from treating this place like your home."

"What is that supposed to mean?" Erica asked, planting her hands on her hips.

"Don't think I don't know what you're doing with Lieutenant Garflin." Leo said, Erica's eyes widened, "It's a miracle that Mumm-Ra hasn't found out about you two, that he hasn't figured it out yet. You're creating a mix of species that was never meant to be done!"

"What I do with Garflin is none of your business!" Erica growled at him.

"It is only by my good graces that Mumm-Ra doesn't know," Leo said, "And unless you stop this insane rebellious talk, he will find out." Erica's eyes narrowed into a glare.

"That's blackmail." She said.

"Blackmail, threats, call it what you like." Leo said, "The union is unnatural in every sense of the word."

"You don't know that." Erica said, "For all we know, our planets had the same evolutionary stages, but things just changed at some point. Instead of only monkeys become intelligent and turning into Neanderthals, it was all animals. Maybe that's what my world was like, and only the humans came out on top."

"And you don't know that either." Leo snapped, "For all you know, you could be committing bestiality!"

"That's sick!"

"_You're_ sick!"

"You're a _coward_! A heartless, mindless cowardly drone blindly following every order he gets!" Leo growled deep in his throat.

"And _you_ don't belong here! _None_ of your kind belongs here!" Erica froze at his words. "The sooner you figure out how to reverse the spell that brought you here, the better!" He turned and stormed off from her. She let out an angry noise that a lot of girls made when they were frustrated, which sounded something like a mix of a scream and a groan.

"What Panthera sees in someone like _you_, I will never know!" She shouted at him, before turning and storming down the opposite way.

The glow from the talisman faded for a moment, and Lucas found himself back in the present time. He looked down at the talisman, then at the room. He picked it back up and focused again, going back to the moment where Leo, Panthera, and Erica separated from Mumm-Ra, and instead remained in the room to watch Mumm-Ra speaking with the Ancient Spirits.

The room had darkened significantly from when the others were inside. Mumm-Ra was kneeling before the four statues that were erected around the Well of Souls.

"The Book of Omens has finally revealed the location of the War Stone, my masters." Mumm-Ra said. The eyes of the statues lit up in a red color, and their voices shot a horrible shiver down Lucas's spine.

**"The collection of the stones is but one of your tasks, our son."** They said, **"You must first oversee the creation of the weapon. One forged from the blood of a star, a blade to channel the stones' power."**

"Show me this star, and I will extinguish it!" Mumm-Ra said, standing up before his masters.

**"It burns at the center of a galaxy called Plun-Darr."** The Ancient Spirits said, a picture of the galaxy coming up on a screen. Mumm-Ra nodded, and the room became lighter again, easier to see. Mumm-Ra left in order to prepare a trip to the galaxy of Plun-Darr.

Lucas still remained, watching the events take place before him as they did so many years ago.

* * *

><p>Leanne and Lion-O continued to follow behind Pumyra as they moved through the darkened tunnels.<p>

"These tunnels all look the same," Lion-O said, "You sure you know where you're going?"

"Perhaps you should lead us out, your majesty." Pumyra said, "After all, you've done such a great job of that so far."

Lion-O scowled and Leanne sighed. They had been arguing like this for a while, with Pumyra making the occasional snap about Lion-O, and him making the occasional snap back.

"Guys, come on." Leanne said, "We just need to focus on staying ahead of Mumm-Ra's generals. So can we _please_ stop the mindless bickering for five minutes?"

"I will if she will." Lion-O said, Pumyra scoffed.

Suddenly, the wall of the tunnel exploded, letting in a huge cloud of smoke, as well as some sunlight. When the smoke cleared, they saw a grinning Kanar waiting for them with a small platoon of lizard soldiers.

"Here, kitty, kitty, kitty." He called to them, he glanced over at Lion-O, seeing the glowing blade strapped to his back. He wagged his finger mockingly at him, "Ah-ah-ah. That sword doesn't belong to you."

"Maybe not," Lion-O said, he pulled out the Sword of Omens, "But this one does."

Kanar let a wide grin come onto his face, "You're like a toy that never breaks." He let out his signature maniacal laugh and launched himself towards him, "I love it!" Once Kanar was fighting with Lion-O, the lizards opened fire on Leanne and Pumyra. Leanne did her best to dodge the plasma shots, and she blew back any that were coming towards her. She used her powers to knock a few of them back. Pumyra wasn't having any trouble either, easily firing projectiles straight at the lizards. After a minute of straight fighting, Lion-O called them over to him, and they both stood on either side.

"Stay close." He said, he lifted up his sword and a red beam shot out of the Eye of Thundera, the beam travelling along the side of the tunnel wall, and forcing back the soldiers and Kanar in order to avoid getting crushed by the rocks that came tumbling down.

"Are you _trying_ to kill us_?_!" Pumyra shouted at him as the walls began to crumble.

"Trust me!" Lion-O shouted back. As some of the boulders above them began to fall, Lion-O lifted up his gauntlet, the Spirit Stone creating a barrier around them, protecting them from the rocks as they tumbled off harmlessly to the side. The lizards were crushed underneath the rocks, some of them still alive. Kanar had been knocked unconscious. "That'll slow them down, but we have to keep moving." Pumyra nodded in agreement, "As long as we have this sword, Mumm-Ra can find us."

"Well, then let's get a move on!" Leanne said, running down a tunnel.

"Wrong way!" Pumyra shouted at her, and she skidded to a halt and ran back over to her and Lion-O, following them down another tunnel.

"I knew that." She said when she caught up to them.

* * *

><p>Lucas still sat in his meditative state as he watched Mumm-Ra bring Leo, Panthera, and Erica into the room as they prepared to destroy the star in the galaxy of Plun-Darr.<p>

"You are privileged to witness the next step towards the domination of the universe." Mumm-Ra said to them, "Today, from the death of a star, the ultimate weapon shall be born."

"I feel it is my duty to advise you, My Lord," Panthera said, stepping forward, "That the star of Plun-Darr supports ten planets. Three of which contain intelligent life."

"I assure you, they will not be missed by anyone of consequence." Mumm-Ra said.

"You can't just _destroy_ them!" Panthera exclaimed, "_Billions_ will die!" Mumm-Ra lifted his hand, and a blast of purple lightning shot out of his palm and threw Panthera back. Erica was about to go to her side, but Leo stopped her. She glared at him, but stepped back as he wanted. "…Forgive me, My Lord. I-I spoke without thinking."

"A major failing of your species." Mumm-Ra said.

"She may have a point, My Lord." Leo said, "Perhaps there is another star in another system. Sparing this galaxy could increase the reach of your empire."

"It must be this galaxy!" Mumm-Ra replied, "All things have a destiny, Leo. And this star's is to perish so that I may forge the sword and bring about order to the universe. Emotion is a weakness that has no place in mastering chaos."

"…Of course." Leo said.

"It's time to launch the satellite." As Mumm-Ra commanded it, a black, diamond shaped satellite shot out the side of the ship. It flew forward for a good minute, before getting sucked into what Lucas had to guess was a worm hole, because no sooner did it go inside the inter-dimensional entrance did it appear on the screen that showed the galaxy of Plun-Darr. It flew onward until it reached the star. When it made contact, the star began to darken and shrink, before expanding rapidly, exploding in a bright display that was in a way both beautiful and mournful, as they could see the remains of some of the destroyed planets. Once the explosion had passed, and that area of space was calm, they saw the remnants of the star, which was a strange, silvery liquid substance that floated aimlessly in the spot where the star had been. The satellite flew forward and collected the remains, sealing it inside a container, and then it flew back to the path from which it had come, returning to the ship.

Once it was brought in, Mumm-Ra commanded for the blacksmith to be brought forth. He arrived only a few moments later, holding a large hammer in the shape of a lion's head. The silvery substance was placed before him, and the eyes of the Ancient Spirit statues lit up again, but this time, they all shot a red lightning at the blacksmith, but it didn't seem to cause him any pain. He seemed to absorb the lightning, and once it was done, his eyes were blazing red. He took his hammer and pounded away again and again at the silvery substance. After a good half-hour of non-stop pounding, the Sword of Plun-Darr was made, as well as its gauntlet. Once it was finished, the blacksmith was dismissed, and Mumm-Ra began reciting words that Lucas didn't recognize. They seemed to be words of magic, probably of the dark kind, that brought the sword and gauntlet over to him, and placed the three stones into the gauntlet.

"It is done." Mumm-Ra said, holding the sword in his hand and wearing the gauntlet. He turned to the others, "Never forget, Leo. True power is not given, but taken!" And with that, Mumm-Ra left the room, Erica glaring at his back the entire time.

"This can't be the way…" Leo muttered once he was gone.

* * *

><p>Leanne and Lion-O were still running through the tunnels after Pumyra.<p>

"At last!" She breathed in relief as they came towards the end of a tunnel, "The way out is just through here!" They followed her through towards a strange natural bridge that was made entirely of the crystals that stuck out of the walls and through the mountain. Leanne was amazed that such a thing could form, but given that they were on the run, she wouldn't have time to admire it, and she kept following Pumyra.

When they reached the middle of the bridge, they stopped when they saw Atticus and a platoon of lizard soldiers pointing guns at them at the end of the bridge.

"It was so nice of you to light the way for us." Atticus said with a grin.

There was a hissing noise, and they all looked back to see Slithe and his soldiers, all preparing their own weapons. The three of them moved so they would be back-to-back on the crystal bridge as they approached them. "Hand it to me while you're still alive, or I'll take it from you when you're dead!" Atticus ordered.

"You want it?" Lion-O asked, he reached up and grabbed the sword, taking it from the gauntlet and plunging it into the crystal, the purple glow leaving it once it touched the red stone. Atticus's eyes went wide as he saw the delicate crystal starting to crack.

"You're crazier than Kanar!" He shouted. The bridge crumbled, and everyone who happened to be on it began to fall into the deep pit below. Leanne concentrated, and she shot a plume of fire from her feet, propelling her towards the wall, where she grabbed onto one of the larger crystals and hung on for dear life. She saw Lion-O and Pumyra just a little ways away. Lion-O had used the claw in his gauntlet to shoot out and wrap onto one of the crystals, and he held onto Pumyra with one arm.

"Now I _know_ you're trying to kill us!" Pumyra snapped at him.

"Then why do I keep saving you?" Lion-O snapped back. He looked up and saw Leanne pushing her upper body onto the crystal, trying to maneuver herself so she would be able to sit on it. "You okay, Leanne?"

She pushed up so that her torso was lying on top of the crystal and she swung her leg over so she was straddling it. She sent him a thumbs-up, "I'm good!" She pushed herself up so she could stand. "I'll make us some stairs or something." Leanne waved her hand, and she watched as a mixed group of red crystals and stone moved out from the walls, creating a pathway up to the top of the cliff. They traveled up and started running through the tunnel towards the exit, when the Sword of Plun-Darr lit up again, and Lion-O and Leanne stopped running.

"We can't outrun them." Lion-O said.

"At this rate, we'll be meeting up with them at the exit." Leanne sighed, rubbing her temples, "This is getting more hopeless by the minute."

"Well, let's fix that." Pumyra said, she looked to Lion-O, "We each need to take a sword and separate. It'll throw them off."

Lion-O shook his head, "Panthro would tell me that's a terrible idea."

"What does your gut tell you?" Pumyra asked. Lion-O looked at the Sword of Plun-Darr, and he took it off his back and handed it to her.

"Take it and run." He told her, "I'll meet you with the others."

"I'm going with you." Leanne said, Pumyra turned to her in surprise, "No offense, Pumyra, but we only met you yesterday. I don't trust you with something as powerful as the Sword of Plun-Darr."

"Leanne—" Lion-O was cut off.

"It's… fine." Pumyra said hesitantly, eying Leanne, "Let her come with me. I don't see a problem." She shouldered the sword and Lion-O looked between the two of them and sighed.

"Fine." He said. Leanne and Pumyra took off going back the way they had come, while Lion-O headed for the exit. He didn't get very far when he heard the screams of both Pumyra and Leanne. A horrible, gut wrenching fear settled in his gut at the sound of it. He immediately came to a halt and looked back at the entrance to the tunnel he had come from. "Leanne!" He ran back towards the other tunnel, "Pumyra!" He went to the end of the tunnel, and managed to stop himself before he fell into the deep abyss below. He looked and saw Leanne and Pumyra tied to one of the red crystals with Mumm-Ra's wrappings. The demon himself stood off just a little bit away from them, standing at the other end of the broken bridge. He let out a small laugh.

"Look what I found, Lion-O," He said, holding up the Sword of Plun-Darr. Lion-O's eyes went wide. _No!_

"Run!" Pumyra shouted, "Don't let him get the Sword of Omens, too!" Mumm-Ra lifted his hand, and Leanne instinctively flinched at the sight of it. A purple shot of lighting came out of his wrapped palm and hit Pumyra. She screamed at the feeling of it, and when it stopped, she let out a moan, on the edge of unconsciousness.

"Quiet, my dear." Mumm-Ra said, "We're talking." He turned to Lion-O, "But she's right. You should run."

"We'll be fine!" Leanne shouted at him, "Just go!"

"There's not a chance I'm leaving you with a monster like him!" Lion-O shouted at her.

"Generations pass, and _still_ your species is weakened by emotion." Mumm-Ra said, he held up the sword, "_This_ is power, Lion-O. This is _life_!" Mumm-Ra used the sword as a catalyst to strengthen the power of his magic as he shot another lightning bolt at Lion-O, twice as strong as the one he used on Pumyra. Lion-O blocked it with the Sword of Omens, and he did his best to hold his ground against the powerful blast, but it became too much, and he ended up having the sword knocked right out of his hands, and down past some of the crystals on the edge of the cliff. Mumm-Ra laughed.

"With this weapon, nothing in the universe can stop me!" He said.

Leanne looked down at the cliff with worried eyes, "Oh no…"

* * *

><p>Lucas watched as Erica walked down the halls of the ship, a few papers bearing unique rune circles in her hands. As she passed by one of the doorways, Leo stepped out from where he had been and stopped her with a hand on her arm. She regarded him with a glare.<p>

"What do you want, Commander?" She asked, spitting out his title.

"You were right, Erica." Leo said, "Mumm-Ra's not the leader I thought he was."

"Too late for regrets now." Erica scoffed, "He has the sword now, and we won't be able to stop him."

"Mumm-Ra plans to put the War Stone in the sword so he can direct its power." Leo said, "What if we got to it first?"

"And then what?" Erica asked, "We can't destroy it, and we have no way to harness its power."

"We could. If we had our own sword." Leo said. Erica paused for a moment, carefully eying him, then let a small smile come onto her face.

"I'm listening." She said. Leo smiled and brought her closer, making sure that no one was coming down the hallway before he pulled her into the arch he had been hiding in and began to whisper his plan to her.

"When Mumm-Ra made the Sword of Plun-Darr, there were plenty of left over pieces of the star from the blacksmith's work." He began, "If we could get our hands on it, and convince the blacksmith to make a sword for us, we should be able to compete with Mumm-Ra." Erica nodded, considering his plan.

"Good, good…" She muttered, "I just have one problem with it."

"What's that?" Leo asked.

"I want in on taking him down." Erica said, she held up her wrist, which bore a brown bracelet with a single sapphire in the shape of a square. "And this stone offers my family bloodline a lot of power, but not nearly as much as the War Stone would."

Leo sighed, "You want something made for you as well, don't you?" He asked.

"Just something small." She said, "A little necklace will be fine, something so I can hold my own piece of the War Stone. It won't be as strong as the sword you plan to make, but it will make me ten times stronger than I am now."

Leo thought for a moment, "If we use all of the metal sparingly, we might be able to make the necklace, but the sword comes first. If nothing can be made from any left-over metals, then you're going to have to deal with that."

"Fine." Erica said. She held out her hand, and Lion-O shook it. "So, how are we going to get our hands on the metals?"

"I'm going to go talk to the rats on clean-up crew." Lion-O said, "I'll make them give the pieces of metal to me, and you need to go find Lieutenant Garflin, and tell him what's happening."

"You think he'll support us?" She asked him.

"I know Panthera will, I already spoke to her. She's gone to convince the blacksmith to make the sword." Leo said, "Whether or not Garflin does is your business." Erica nodded.

"I'll do what I can to convince him if he says no." She promised. Leo nodded and he walked towards the place where the rats were cleaning up and she went down the opposite way, heading down to a specific room. She rapped her knuckles on the metal door, and it slid open for her. On the other side was a grey tabby cat, who smiled at the sight of her. "Hello, darling." She kissed his cheek, "Mind if I come in?"

"Please do." He said, stepping aside to let her into his room, the door slid shut behind her with a hiss, and she walked around the room, sitting down on his bed. "I didn't think I'd see you today." The lieutenant began undoing the top of his suit, "You were so angry with the commander, I didn't think you'd be in the mood."

"Well, you always manage to get me in the mood no matter what I'm feeling like before." She said, the lieutenant let a small chuckle bubble out of his throat before he sat down beside her on the bed. He leaned in to kiss her, and she stopped him with a hand on his lips, "But, that's not why I'm here, Garflin." He sighed.

"I should have known." He said, "What's the matter? Did you come here to talk?"

"Well… yes and no." Erica said, Garflin looked at her interestedly, intrigued by her answer, "It's… the commander and I have reconciled… and we're actually planning a coup against Mumm-Ra." Garflin's eyes went wide, and he stood up from the bed, looking at her in disbelief.

"You… You can't be serious." He said, Erica shook her head, showing him she was serious, "Erica you can't! This is treason!"

"You can't honestly tell me that you're happy with the way things are!" Erica said to him. "You're just as terrified of Mumm-Ra as the animals you beat!"

"I don't beat them." Garflin said firmly, "You know that I've never once raised my hand to any of them!"

"You still command them around like slaves, it's no better." Erica said.

"Erica, this is… completely insane!" Garflin said, "No one can stand up against him now! Not when he has that blasted blade!"

"That's why we're working to make our own." Erica said, she stood up and went over to him, "And I'm not just doing this for the animals. I'm doing this for us, too."

"How does this work for us?" He asked her. Erica reached out and took his hands in hers.

"You said you wanted us to be together, and I want that, too." She said, "But if you want me to be happy, I think this world needs some changing." She linked her fingers with his, both of them staring deeply into the other's eyes, "I want a place where we can be together, and be happy. A peaceful place, where we can raise a family together." Garflin's eyes widened for a moment, and then he smiled gently and reached out, putting one hand on the side of her face.

"A family? Erica, do you really mean that?" He asked.

"Yes, I want to have a family with you, Garflin." She said, "I want to have your children. And even when I do work out the spell to get me home, it'll only be to grab a few things and say goodbye. After that, I'll come straight back to you." Garflin embraced her tightly.

"You don't know how happy you've just made me, Erica." He said, he kissed her cheek, and she smiled.

"So, you'll help us?" Erica asked. Garflin's smile fell and he looked at her for a moment, then nodded.

"It's probably one of the dumbest ideas we've ever had, but I'll do it." He said, Erica smiled and put a quick kiss on his lips.

"Thank you." She said.

"Yes, yes, and now that we're all happy and satisfied, can we have some _fun_ now?" Garflin asked, putting his hands around her hips and pulling her in. She giggled at him.

"Maybe later, I've got some work to do." Erica said, "But I promise I'll come back tonight." She kissed him again, and Lucas felt a little nauseous at the sight of it.

The glow from the talisman faded again, and Lucas found himself back in the present time. He picked up the talisman focused again, going back to the moment where Leo and Erica separated, and he watched as Leo was walking down the hall, a small container carrying the pieces of left-over metal from the sword of Plun-Darr.

"What do you have there, Leo?" A voice asked, and he froze, turning around to see Mumm-Ra approach him, coming down from above using his leathery wings.

"Just… doing some housekeeping, My Lord." He said, turning to him.

"Did I not ask this of the rats?" Mumm-Ra asked pointedly. Leo smiled nervously.

"Yes, but I… could not leave such an important task in their hands." He said.

Mumm-Ra frowned, "You seem to be losing your focus." He narrowed his eyes, "I'm worried you're letting your emotions get the best of you."

"Of course not, My Lord." Leo said, bowing his head to Mumm-Ra, no longer smiling.

"Good." Mumm-Ra said, "I would hate to have to replace you." He turned and walked away, opposite the direction Leo was going. Once he was gone, the lion let out a sigh of relief, and continued on his path.

He headed down into a smaller part of the temple, going through a few pipe lines to get to a hidden area where Panthera, Erica, Garflin, and the dark-eyed blacksmith from before waited for him.

"What took so long?" Panthera asked him.

"Don't ask." Leo replied as he put the container on the table. "Did you do your part?"

"The blacksmith has agreed to forge us a sword." Panthera said. Leo looked to the blacksmith, and he nodded once.

"You understand the consequences, should Mumm-Ra uncover our plan." Leo looked to him, and he nodded again. He looked down at the container with the metals, "This is our one chance we have to defeat him."

"That's not a whole lot of metal to work with." Erica said with a grimace.

"It won't be as big as the Sword of Plun-Darr." Garflin said, looking at it.

"As long as it's large enough to hold the War Stone." Leo said.

"And if you could," Erica began, speaking to the blacksmith, "If you have enough metal leftover to make a small necklace for me, I'd be very grateful. Something large enough to hold a small piece of the War Stone, to amplify my power." The blacksmith nodded again and reached for the container, opening it.

* * *

><p>Lion-O moved through the crystals as deftly as he could, going to where the Sword of Omens lay on another one. He reached for it to the best that he could, and he was about to touch it, when Mumm-Ra's sword blasted away the crystal it was resting on, causing it to fall even further.<p>

"That piece of scrap metal is no match for the Sword of Plun-Darr." Mumm-Ra said, "And neither are you!" He raised up his hands, "Ancient Spirits of Evil, transform this decayed form into _Mumm-Ra! The ever-living!_" Mumm-Ra once more turned into his true form, and he shot another blast at Lion-O. He dodged it and held up his gauntlet, the Spirit Stone giving him a shield to block the blasts.

As the battle went on, Leanne struggled against the bindings she and Pumyra were trapped in. She looked over when she saw the human girl squirming around. "What are you doing?" Pumyra asked.

"Trying to get out of this thing and help Lion-O." Leanne said, she let out a groan of frustration, pushing her legs against the crystal, before releasing them with a grunt. "If I could _just_ move my arms, I might be able to burn us out of these."

"If you did, we'd plummet to our death!" Pumyra said to her, Leanne scowled at her.

"Falling and finding a place to hang onto is better than just sitting here watching Lion-O get his butt handed to him!" She said. She did her best to push out of the bindings but it was no good.

Meanwhile, below, the blast from Mumm-Ra's sword had been reflected off the shield made by the Spirit Stone and went through the mountain, creating a hole to the world outside. The entire place shook from the blow, sending much debris down from above. Mumm-Ra stopped to guard himself from the debris, and Lion-O took this chance to get up and grab the Sword of Omens. He swung the sword, lengthening it, "Thunder." He swung it again, "Thunder!" He swung it a third time, "_Thunder!_" He held the sword, now-blazing with lightning, in front of him, "ThunderCats! _Ho!_" Mumm-Ra looked out to find his opponent, but instead saw only his many reflections in the crystals that surrounded him. In his show of power, Lion-O had seemed to sharpen the edges of the natural crystals, turning them into red mirrors. Mumm-Ra snarled at the sight of so many Lion-Os.

"Your ancestor thought he could beat me as well." Mumm-Ra said, "_I'm_ still here! Where is _he?_!"

"You're looking at him!" Lion-O shouted.

Mumm-Ra let out a roar and glided down to where Lion-O was reflected in one of the crystals and destroyed it. The power of his blow traveled up through the inner mountain wall, causing another few holes to be made in the side of the mountain. Mumm-Ra looked around, searching for his enemy, but only saw one of the reflections getting larger as Lion-O ran toward him. Just as he figured out where he was, Lion-O came up and knocked the Sword of Plun-Darr out of his hands. The sword went flying up into the air, landing on one of the red crystals, far from Mumm-Ra's reach. Immediately, Lion-O began to go after it, not realizing that Mumm-Ra wasn't doing the same, heading back to where Pumyra and Leanne were still tied up.

Just before Lion-O could reach the blade, Mumm-Ra's voice reached him, "Not so fast, Lion-O." He looked back to see Mumm-Ra wore his gauntlet, pointing it at where Leanne and Pumyra were. "You can't have _both_ the sword and the girls. Will you be the first of your species to choose power over emotion?" He aimed his gauntlet at them, and fired a blast at the base of the crystal. Leanne and Pumyra let out a yelp as the crystal tipped dangerously forward, showing them the dark expanse they would be falling in, should the crystal move again. Leanne's eyes were wide in fear and she began to take in a deep breath, preparing to use some of her wind abilities to try and get her and Pumyra out of this. Mumm-Ra shot at the crystal again, and it was released from its precarious balancing point on the cliff and began to fall. Leanne blew out the breath she had been holding, and put the wind against the bindings. The wind she made was powerful enough to break through them, and wound her stomach a little, but once she was free, she grabbed Pumyra and blasted her towards the wall of the cliff, where Lion-O was waiting to catch her. She propelled herself forward towards the cliff and landed just a little ways away from the two of them. When Leanne had thrown her forward, she had hit her head on one of the rocks, so she was out of it for the moment. Lion-O and Leanne looked up to see Mumm-Ra yanking the Sword of Plun-Darr out of the crystal where it had landed. "I didn't think so."

Light began to come in from the outside, and Mumm-Ra let out a strange noise that sounded something like a monstrous shriek mixed with a hiss, and he blasted a new hole in the mountain opposite the one where the light was coming from, and he flew away from them, shouting, "We will meet again! Soon!"

Lion-O lay Pumyra down on the ground in the sunlight, and her eyes fluttered open to see him. "…The Sword of Plun-Darr…" She murmured, wondering what had happened to it.

"I've lost it, and with it, maybe everything we've been fighting for." Lion-O said, he scowled, "All because of my emotions…"

"No, your emotions are what will make you a great king." Pumyra said, "A king… I would follow anywhere." Lion-O looked at her with wide eyes, as did Leanne. "Even after the way I've treated you, you've saved me again and again. I don't deserve your compassion."

"After all you've been through, you deserve more." Lion-O said.

"Don't get mushy on me… your majesty." Pumyra said, she hesitated at his title, as if saying it seemed strange. Lion-O picked up on this and smiled.

"Call me Lion-O." He said.

Pumyra returned his smile and reached up, placing her hand on his cheek, "Lion-O." He smiled at the kind gesture, and he happened to glance up at Leanne. She met his eyes, and she looked away from him awkwardly, and he frowned. He reached up and took Pumyra's hand, placing it on her stomach.

"Are you badly injured?" He asked, Pumyra shook her head.

"Nothing more than a few scrapes." She said, "I've endured worse." Lion-O nodded and helped her to stand up. They looked over at Leanne, who didn't meet either of their eyes.

"Let's… hurry and get back to the others." Leanne said, and she started back up the cliff, heading to the exit. Pumyra and Lion-O went up with her, and Pumyra led them out of the tunnel relatively quickly. At the end of the tunnel, they saw Panthro and the others waiting for them. As they stepped into the sunlight, they all flinched a little and squinted, their eyes adjusting to the change in brightness. They saw that the three of them had returned a little scraped up, and without the sword, and worry set into their faces.

"Mumm-Ra has the sword of Plun-Darr." Lion-O said as he approached them, confirming their fears.

"Then we'd better make sure we find that next stone first." Panthro said.

Lion-O nodded, "The balance has shifted. We're looking at a whole new war."

* * *

><p>Lucas kept watching the past as Leo and Erica, and all the other animals rose up to defeat Mumm-Ra, and how they came to be on Third Earth. When he had seen enough, he stopped, and the talisman fell to the floor before him. He still sat with his legs crossed as he leaned forward, running his fingers through his bleached hair. His green eyes were wide as he tried to comprehend all that he had seen.<p>

He knew that Mumm-Ra wasn't exactly the most humorous guy, always serious. The guy hardly ever cracked a smile, much less a joke. But he didn't think that his entire empire was set up on the idea that emotion was _useless_. Emotions were what kept him going, they were why he was here now, on Third Earth, looking for a power source he could use and take back home with him. Mumm-Ra had promised him the means to get what he needed, so he could return home and help his cousin Elizabeth.

…But was this really the side of the war he wanted to be on? The side that causes the destruction of homes, planets, stars, and lives all for the sake of order?

He groaned and ran his hands down his face. This wasn't something he wanted to think about, but what else was there to do when the temple was completely empty?

He was almost thankful when he heard the oncoming approach of the soldiers and opened the doors to let them in. Most of the army was unscathed, so there weren't any problems that needed to be dealt with. He bowed in front of Mumm-Ra upon his entrance, seeing that he was in a much more intimidating form than before, and he carried with him a dark sword and gauntlet. It seemed the mission to retrieve it was a success.

"Did all go well, Lucas?" He asked him.

"Yes, My Lord." Lucas said, "The temple was completely empty. There were no problems." Mumm-Ra let out a hum of what Lucas assumed was approval, or maybe it was just a hum, and he walked by him. "Sir, if I may," Mumm-Ra looked back at him, "In our bargain… You said I would get all the power I would ever need."

"Yes, and what of it?" Mumm-Ra asked.

"Well… it's just…" Lucas hesitated, "When and how _exactly_ am I going to get it?"

Mumm-Ra let out another hum, "It seems the human race needs to understand the concept of patience."

"I don't mean to seem ungrateful, or anything." Lucas said quickly, "I'm just… Well… Where I come from, there are certain laws that follow magic, and one of them is that you can't take someone else's power as your own. It's dark magic, and it's forbidden."

"We are not where you come from." Mumm-Ra said, "Your laws do not apply here."

"But I—"

"You will receive the girl soon enough, and when you do, take as much of her power as you like." Mumm-Ra said, he turned back around, "I have business that must be attended to. We will not discuss this again."

"…Yes, My Lord." Lucas said. Mumm-Ra walked on, leaving the boy there to contemplate all that he had seen. He looked down at the talisman in his hand, wondering if this was all really worth it. Elizabeth was certainly worth it, there was no doubt about that, but he wondered if it was really worth the price of his soul to fight in a war he was never meant to be part of.

* * *

><p><strong>Tada! New chapter!<strong>

**Also, this only recently occurred to me, but have I been mispelling Kanar and Atticus's names? Because I saw that the pages on ThunderCats wiki spelled their names as Kaynar and Addicus. If I got it wrong, I'll be sure to correct my mistakes. Not _now_, but... eventually...when I have the time...**

**Okay, it'll be a while before I fix it, but I _will_ fix it eventually!**


	29. Recipe For Disaster

28

Lucas yawned as he walked down the hallway of Mumm-Ra's temple. He was still losing sleep, and it was getting… well, tiresome. He wanted to stop waking up in the middle of the night because of nightmares. He wanted to stop feeling so uncomfortable in the temple. He also wanted to stop interacting with Kanar and Atticus, but there was nothing he could do about that. The first two he could do something about.

Now, he had to endure the soldiers calling him 'General Lucas' and bowing to him, treating him with the same respect and fear that they did to the other generals.

He hated it.

He just wanted to leave, but how could he? He needed to gain a lot more magical power if he was ever going to help Elizabeth.

He paused for a moment as he passed by Mumm-Ra's throne room. He looked to see him standing in front of the Well of Souls. He moved carefully to the side of the door to make sure Mumm-Ra didn't see him as he did… whatever it was he was doing.

Mumm-Ra's hands moved over the Well of Souls to show the ThunderCats camp, "You lost the Sword of Plun-Darr, Lion-O." He said, "A fatal blow." Mumm-Ra let the corners of his mouth turn upwards into a malicious grin, "And with the ashes of the demon Sycorax," Mumm-Ra pulled out a container and poured the ashes inside it into the Well of Souls, "I will transform myself into the instrument of your final destruction." Once the remains had been poured in, Mumm-Ra stepped into the well and began to speak, "Ancient Spirits of Evil, I call upon you to resurrect this titan and imbue it with my soul!" He raised his hands, his fingers glowing with magical power as the eyes of the statues around him changed to a bright red. Bolts of red lightning shot out and surrounded the well, and Mumm-Ra's form began to change to that of a huge monster. Lucas backed away from the door as he saw this display of magic, his eyes wide. He moved all the way to the other side of the hallway, his back hitting the wall. He stared at the door as he heard the roar of the beast Mumm-Ra had turned into, and he ran from the door, heading straight to the only place he felt somewhat comfortable in the temple, and that was in the room he had been given. Lucas quickly shut the door behind him as he heard the huge footsteps of Mumm-Ra shake the entire building.

Lucas's heart was pounding. He felt as if he were in a nightmare again, but this was real.

He knew about the magic that allowed things like resurrection. He knew they were dark magic, never to be attempted by a novice, but only by the most advanced of warlocks and witches, and even then it was forbidden. The dead should not be brought back, whether they've been dead for a day, a year, or a million years. The consequences of such actions could be incredibly dangerous, including the possibility of causing a zombie apocalypse.

"This is…" Lucas slid down the wall to the floor, his eyes still wide as he stared at the floor without really seeing it, "This is wrong…" He reached up and threaded his fingers through his hair, "This is so, _so_ wrong." Now he realized just what side of the war he had joined. Mumm-Ra wanted order in the universe, which meant there couldn't be a chance for things to be out of order. There could be no emotions, which meant no joy, no happiness, no laughter, no love, no compassion, nothing. The other side of the war was fighting so they could have that.

This wasn't the right side.

* * *

><p>Leanne looked up at the sky as it changed from orange to a lovely purple. They had just started to set up camp for the night, and everyone had been assigned various jobs. Leanne had finished hers, which was foraging for some food to eat to go along with the rations they were supplied with. She had found various berries that looked good enough so she took that back. Now, she was just lying on the ground, staring up at the darkening sky as the sun sank beyond the horizon and the second moon started to rise.<p>

She heard rustling and soon saw Cheetara's face blocking her view of the sky. "What are you doing?" She asked.

"Relaxing." Leanne said.

Cheetara's face moved out of the way and Leanne looked to her side when she saw her sit down beside her, "Mind if I join you?"

"Go ahead." Leanne said. She looked back up at the sky, and Cheetara did the same from where she sat. After a moment of quiet, she said, "Can I ask you something, Cheetara?"

"Of course." Cheetara replied.

"Do you think it was a good idea to bring Pumyra with us?" Leanne asked. Her hand went to the Jewel of Omens around her neck, remembering how many times it had told her that Pumyra was lying.

"Well, she certainly is helping us in our mission." Cheetara said, "So, yes, I think it was a good idea." Leanne let out a small hum, "Do you think it was a good idea?"

"…At first." Leanne said after a moment, "But now… I'm not so sure. There's something off about her Cheetara, and I'm not sure what it is, but I don't trust her."

"I'm sure you'll trust her over time." Cheetara said.

"…Maybe." Leanne replied. She sat up, and looked around the camp, seeing that only she and Cheetara were the only ones outside the tank, "Where's Lion-O?"

"I don't know." Cheetara stood up and Leanne followed her, stretching out her limbs as they walked over to the Thunder Tank, where Panthro and Tygra were just coming out. "Has anyone seen Lion-O and Pumyra?"

"He invited her to the woods to, uh, 'collect firewood'." Panthro said, a knowing look on his face.

"The poor kid's only setting himself up to get shot down." Tygra said, shaking his head. Leanne frowned and looked away from them, trying not to let her unhappiness about the idea of Pumyra and Lion-O alone together show on her face.

"Pumyra isn't exactly the friendliest Cat…" Cheetara said.

"I'm sure he'll be fine." Tygra said dismissively, "It's not like it could be any worse than the times when he and Leanne went to get firewood…" He trailed off, noticing that Leanne was still standing near them. She looked up at him, raising a curious eyebrow, "Um… never mind."

"You can finish whatever you were going to say." Leanne said, "It's no big deal. I'm over it." She crossed her arms over her chest.

"Uh… I forgot what I was going to say. Excuse me." Tygra walked away from the group just as Lion-O and Pumyra were returning with the firewood. "Gah! What the—?!" He stared at Pumyra, whose head had swelled up to almost twice its size, her face was very puffed up, and it looked like she was squinting almost.

Everyone else looked over to see the same thing and stared at Pumyra with wide eyes. She noticed their stares and growled out, "What?"

"What happened to your face?" Leanne asked.

Pumyra turned to Lion-O with a scowl, "_'You can barely tell'_ my foot!" She stormed off, heading into the Thunder Tank. The others all looked at Lion-O, who held up his hands defensively.

"What?" He asked.

"Do I _want_ to know how that happened?" Leanne asked, pointing at where Pumyra had just stormed off.

"He probably gave her a poisonous flower or something." Tygra said with a chuckle.

"S-Shut up!" Lion-O said, walking after Pumyra to try and talk to her. Leanne watched the two of them interacting and frowned, still remembering how many times the Jewel of Omens had called Pumyra on her lies. She looked down at the little red stone, thinking about what she should do. From what she could tell, she was the only one that knew Pumyra was lying. No one else doubted her, and Leanne didn't want to doubt her, but the Jewel of Omens wasn't going to let that slide. It was trying to warn her, as it always did, but Leanne just wanted to know what she was lying about. Maybe it wasn't so bad. Maybe she just made up a little story so she could be more readily accepted. Maybe she had a bad past she didn't want to talk about and was trying to cover it up.

_I bet if I talk to Pumyra, I can get this all sorted out._ Leanne thought, she looked up at where Lion-O was still talking to her and sighed, feeling a little alone.

* * *

><p>Because she was still angry with Lion-O for… whatever it was he had done, Pumyra had chosen to eat her dinner away from him and by herself. She sat next to the Thunder Tank, eating her portion of food. Her swollen head looked up when she saw someone getting closer and Leanne gave her a small, friendly smile, holding up her food.<p>

"Mind if I join you?" Leanne asked.

Pumyra shrugged, "I don't see why not." Leanne sat down next to her, both of them eating some of their dinner. The silence between them was very long. Leanne wasn't sure if she should just outright call Pumyra on her lies, or try and just talk to her about it. What made it worse was the fact that she couldn't look her in the eyes because she was pretty sure Pumyra knew how she felt about Lion-O, or… used to feel. No, she still had feelings for him. There was no point in denying that.

"So… did you want to talk or… something?" Pumyra asked after a long and awkward moment of silence.

"What? Oh, yeah, um," Leanne cleared her throat, "I was… wondering if I could… ask you about your past."

Pumyra tensed a little but she still said, "What do you want to know?"

"Just… the basics." Leanne said, "You know, how long you were in slavery, a little thingy or two that happened while you were there, etcetera." Pumyra quirked an eyebrow at her.

"Why do you want to know that?" She asked.

"Just… to confirm a couple of things." Leanne said vaguely, "So, if you would…" She made a gesture for her to speak. Pumyra shrugged.

"There's not much to say." She said, "I was in slavery for a few months…"

_"Lies."_ Leanne heard in her ear.

"The only thing good that happened while I was there was when I escaped…"

_"Lies."_

"And then I was in The Pit for a while." She took a bite of her food. "You know the rest from there."

"Um… yeah…" Leanne said unsurely, "There's… more to it, though, right?"

"What do you mean?" Pumyra asked.

"Well… I just, um…" Leanne wasn't sure if she should call her bluff, "I just… get the feeling that you're lying to me."

"Why would I lie?!" Pumyra asked, insulted, "I have no reason to lie to any of you! I'm here to make sure Mumm-Ra goes down like he should!"

_"Lies."_ The voice whispered again.

"Yeah, um, I'm still getting the feeling that you're lying." Leanne said, not making eye-contact with her. "So, if you could just, you know, tell the _truth_…"

Pumyra stood up angrily, "I'm not lying!"

_"Lies."_

"Look, if you don't trust me, just say it already!" She growled.

"It's not that I don't trust you!" Leanne said quickly, standing up as well, "I'm trying to, anyway. I want to believe you, Pumyra, but I just get this feeling that you're lying and—"

"I'm _not_ lying!" She snapped.

_"Lies."_

"I'm just trying to clear some things up!" Leanne said.

"Well, I think you cleared up some things, alright." Pumyra growled, "You don't trust me, and you don't think I have what it takes for this mission. I'm going to tell you something _right_ now. I'm on this mission, I'm part of this team, and if you don't like it, then maybe you should go back where you came from!" She grabbed the remains of her food and stomped away from Leanne, who sighed.

"That didn't go half as well as I hoped it would." She muttered. She plopped down where she had been sitting a moment ago. She ate the remainder of her dinner in silence. She looked up at the sky, gazing at the three moons and sighed. Just what was she supposed to do now?

* * *

><p>The next day, Pumyra's facial swelling had gone down a little bit, but not much. She wouldn't look at Leanne while they traveled in the tank, and when she did it was with a glare. Leanne felt a little guilty for what she had done, but if she was going to stick to her story, then she had no choice but to believe she was some kind of threat. She glanced over at Lion-O, who was trying to distract Pumyra by talking to her about something Leanne couldn't hear. She would have to tell him that she was lying. He was the leader, he could decide what would happen from there. Who knows? He might just get her to tell the truth.<p>

After a while, Panthro pointed out that there was someone on the side of the road with their tire blown off. The tank rolled to a stop near the little man and his vehicle that was pulled by some kind of giant caterpillar.

"Need a hand?" Panthro asked him.

"And who can I thank for coming to a poor wallow's rescue?" The man asked. Leanne got a better look at him to see the man was very short, about four foot one. His fur was white with his age, and he had little laugh lines across his face. Leanne couldn't help but notice he only had four fingers on his hand, not five. Lion-O came forward, about to tell him who they were, and then the man caught sight of Pumyra's swollen noggin and let out a surprised yelp.

"What?" Pumyra snapped.

"Never seen a head that big." The man said.

"Lion-O!" Pumyra growled, glaring at him.

"Worry not. It's nothing a bottle of Ponzi's Miracle Elixir won't take care of." The man said, reaching into his coat and pulling out a bottle of bluish liquid. "Guaranteed to make all your problems disappear!"

"I definitely have a few problems I could use disappearing." Lion-O, taking the bottle. He glanced at Pumyra, and she frowned, crossing her arms and turning away from him, "I'll take it." He handed the man a few shillings and he stuck them in his pocket as Panthro went over to his vehicle, looking at where the wheel had fallen off. He held it up as Ponzi rolled the wheel back over to start reattaching it. After they started working, Leanne got Lion-O's attention.

"Can I talk to you for a minute?" She asked. Lion-O nodded and the pair walked over to the other side of the Thunder Tank where they could have a little privacy, "Lion-O, I don't think it was such a good idea to bring Pumyra with us."

"Why not?" Lion-O asked, "I think she's doing really well here."

"It's not because of that." Leanne said, her hand went to the Jewel of Omens, "Whenever Pumyra talks about her past, the jewel keeps going off. It's telling me she's lying. I thought, you know, maybe there was just some little thing she was trying to hide, like something she was ashamed of or something, so I tried to talk to her about it last night. She just kept lying to me."

"You think she's a liar?" Lion-O asked.

"I know she is." Leanne replied, "I think it's best if we just not take her with us anymore." Lion-O's eyes narrowed.

"Wait a minute… I get it now. I see what this is about." He said.

"You… You do?" Leanne asked, confused as to why he was taking such a suspicious tone with her.

"You want Pumyra gone because you're jealous of me spending time with her!" Lion-O said.

Leanne's eyes widened incredulously, "_Jealous_? You think I'm jealous of Pumyra?"

"Well, it doesn't seem like an impossible idea." Lion-O said.

"Don't flatter yourself, Lion-O." Leanne scoffed, "We already broke up, and I'm over it. I have no desire whatsoever to get back together with you."

_That_ wasn't a response Lion-O was expecting, "Well—_good_! Because— I don't want to get back together with you either." There was a hiss of a whisper in Leanne's ear, but after all the whispers she had heard from talking to Pumyra, she ignored it.

"Good to know we're on the same page." Leanne said, "But I'm serious about this, Lion-O. She's lying about something. I don't like the idea any more than you do, but she is."

"Maybe she's not." Lion-O said.

Leanne looked at him dubiously, "Lion-O, the Jewel of Omens wouldn't lie about someone."

"No, but you would." Lion-O said. Leanne's eyes widened.

"You think _I'm_ lying to you?" She asked.

"It just proves my point about you being jealous about Pumyra." Lion-O said.

"I'm _not_ jealous." Leanne spat out.

"Then why are you making such a big deal about this?" Lion-O asked.

"Because I don't want something to happen to us!" Leanne said.

"I thought you said you don't want to get back together." Lion-O said, sounding a little smug.

"I meant us as a _group_, you idiot!" Leanne snapped.

"Don't call me an idiot!" Lion-O snapped back.

"Well what would you like me to call you? Stupid? Ignorant? Moron?"

"Leanne—"

"There's also imbecile, dumbass, dumbs**t—"

"Enough!"

Leanne stopped, looking at him with a scowl. "Pumyra stays. She wants to help us, and I'm going to let her. I don't care what your reasoning is, she's staying."

Leanne scowled and was about to snap something at him again, but she stopped herself and tried to calm down, not wanting to shout at him like she had done in Dog City, "Fine. But when I turn out to be right, I expect a serious apology!"

"Like you're going to get one." Lion-O scoffed. He walked away from her and she glared at his back as she walked around the other side of the Thunder Tank, going over to where Panthro had just finished fixing Ponzi's wheel.

"There," He said, screwing in the last bolt. "That should hold."

"Thank you, my feline friends!" Ponzi said, tipping his hat to them, "Now, if you'll excuse me, I must be on my way." He hopped up onto the driver's seat of his vehicle, "Somewhere out there is a town filled with poor, tired souls in dire need of rejuvenation! Onward, Lucy!" He picked up a long stick, and at first Leanne thought he was going to whip the giant caterpillar thing, but it just placed a leaf on a string in front of her face. She let out a joyous squeal and charged forward towards it, going down the path Ponzi wanted her to go on.

"There goes one strange life form." Panthro said as he zoomed off.

Lion-O reached into his pocket and pulled out Ponzi's Miracle Elixir, uncorking it and holding it out to Pumyra. She glared at it as best she could with her swollen face.

"Don't even _think_ about using that on me!" She snapped.

"It might work." Lion-O said, Pumyra turned away and Lion-O curiously sniffed the stuff inside the bottle. With a grimace, he pulled away from it, "Or not."

The ground beneath their feet rumbled, and everyone looked around.

"That can't be good." Tygra muttered as another one came.

Something hit the top of a nearby cliff, making rocks fall to the ground in a huge dust cloud. They couldn't see what was coming towards them, but they could tell that it was big.

"What is _that_?" Leanne asked, looking at the creature as the dust began to clear. The creature raised its head and she was amazed to see it looked something like a T-Rex, only with a protective shielding made of bones on its head and along its spine.

"I am the last thing you'll see before you're torn to pieces!" A familiar voice roared out of the creature.

"Mumm-Ra…" Lion-O growled as everyone got ready to attack.

The huge Mumm-Ra swung his tail, throwing boulders at the group, which they were all able to avoid easily enough. They all spread out as Panthro ran to the Thunder Tank to get the heavy artillery. The creature swung his tail along the ground, trying to squash them with it, and they all avoided it again by diving to the ground or jumping above it. Panthro rolled up with the Thunder Tank, firing a huge barrage of missiles at it. Each one struck the creature with a huge explosion, but once the smoke cleared they saw it was still standing.

"Those missiles didn't even leave a scratch!" Tygra exclaimed.

"In this form, I will not tire, I will not break, and I will not _stop_ until you are _destroyed_!" Mumm-Ra shouted at them before letting out a huge roar that had Leanne covering her ears. There was a certain screeching to it that caused her pain to hear. Panthro drove the tank, planning to try and run over the beast, but it used its tail to knock it out of the way. With a swift turn, it blew back Cheetara and Pumyra. Tygra tried to stop it by using his whip, to wrap around the creature's claws. Mumm-Ra only used that to his advantage and pulled Tygra up and into the air, throwing him back down to the ground. Leanne tried to stop it using the earth below her, shooting boulders at him, but the creature's hard skin was unaffected by her efforts and she found herself being blown back by his tail, tumbling onto the earth.

Mumm-Ra turned to Lion-O, knocking a group of boulders to him with the tail, and he used the Sword of Omens to slash through each one before they had a chance to hit. Mumm-Ra tried to hit him with the tail like he did with the others, but he avoided it. He raised his sword and let out a battle cry, a red beam shooting out of the Eye of Thundera and hitting the creature straight in the face. Like the missiles, it didn't do anything to stop him, and the creature's arm reached out and grabbed Lion-O, picking him up.

"You have taken your last breath Lord of the ThunderCats!" Mumm-Ra's voice roared out. Lion-O struggled in the creature's iron grip, trying to find a way to reach his sword, but his arms were pinned. In his struggling, the elixir he had bought fell from his pocket and smashed on the ground, letting out a strangely colored mist that covered Mumm-Ra and Lion-O. To him, it just smelled as nasty as it did when it was in the bottle, but it had a completely different effect on the creature Mumm-Ra had possessed. It dropped Lion-O, letting him run back to the others and out of the way as it fell to the ground, unconscious. It took everyone a moment to realize that he was out and they were safe.

"How'd you do that?" Cheetara asked, looking up at the creature.

"It wasn't me." Lion-O said, "It was Ponzi's 'Miracle Elixir'."

"You mean if it wasn't for that crackpot's potion, we'd all be dead?" Panthro asked as he walked up to where the beast was lying, rapping his metal knuckles against its nose.

"I have a feeling the effects are only temporary." Leanne said, she looked at Panthro.

"Then we'd better get our paws on more of that elixir before this thing wakes up." Tygra said. Everyone quickly filed into the tank and took off, heading down the path that Ponzi had gone down only a little while ago.

* * *

><p>It didn't take them very long to catch up with him. Just when they were getting close to him, Ponzi saw that they were following him. Instead of slowing down like they had hoped he would do when he saw them, he started going faster.<p>

"Why is he running?" Tygra asked when he saw this.

"I don't know." Cheetara said, "But we have to get that elixir!"

"Panthro, after that wagon." Lion-O commanded, "I'm gonna try and signal him." He went over to the tanks opening and called out to Ponzi, telling him to stop while waving his sword. He just kept going, making no sign of stopping, even as he approached a very curvy road filled with many hairpin turns. He just kept speeding up. They were able to follow him in the Thunder Tank, although they came close to falling over the edge on a couple of the turns. Ponzi wasn't so fortunate, and he fell over the edge and below, taking his giant caterpillar with him. The tank rolled up beside where his carriage had fallen from the road and looked to see him helping Lucy get back on her many feet as a strangely colored mist floated up from the broken bottles of his elixir.

"Ponzi!" Lion-O shouted at him.

"Stay back!" Ponzi shouted back quickly, "It's right there on the warning label! Unwanted body hair, facial tics, and explosive gas!" Leanne's eyebrow quirked up at the unusual list. Had his 'Miracle Elixir' done that to some poor soul?

"We're not after you." Lion-O said.

"…You don't wanna string me up?" Ponzi asked, a little surprised by Lion-O's words.

"No, we need your help." Tygra said.

"We're kinda being hunted by a giant monster, and your elixir is the only thing that seems to stop him." Leanne said.

"My elixir…?" Ponzi echoed, he smiled brightly and quickly said, "_Of course_! My elixir! Didn't I tell you it would solve your problems? Rickets, warts, giant monsters…!" He turned to Lucy, "Remind me to add that to the label." He turned back to the Cats, "Unfortunately, I have suffered a serious shortfall in my supply." He gestured to the broken bottles on the ground.

"That was everything?" Pumyra asked, her swelling having finally gone down after the battle with the beast.

"Never fear!" Ponzi said, "Ponzi's Miracle Elixir is distilled from the leaf of the rare and beautiful kara-kara tree. We shall travel to the hidden spring, where the only kara-kara tree in existence flourishes! There, I shall," Under his breath he added, "For a very reasonable price, brew up a fresh batch in no time!"

"That's good." Lion-O said, "Because no time is about all the time we have."

"Where is this spring?" Cheetara asked.

"Just down this road, it won't take but a day." Ponzi said, pointing down the path they had just been on.

Panthro helped Ponzi to attach his vehicle onto the Thunder Tank, which contained the thing he used to brew his potions, and so he would have a way to travel after he had finished making the potions they wanted.

* * *

><p>After a long day of riding in the Thunder Tank, Panthro found some flat land for them to make camp for the night. He went to work tending to the damages that Ponzi's carriage had sustained in the fall while the others got to work on everything else. Once it was done, everyone started to relax a little as they prepared for the rest of the evening. Leanne was warming herself up by the fire, as was Pumyra. Neither girl looked at each other, neither spoke to one another. It was very awkward for the both of them. Leanne tried to distract herself from it by looking through her Nana's journal, and Pumyra focused her attention on the bow that was implanted in her cuffs.<p>

Lion-O stood behind a tree a few yards away, looking at Pumyra. Why was it so hard to get her attention? He hadn't completely dismissed the idea that he could be in a relationship with her, but he wasn't sure he could even do that. He had tried to get on her good side before, and ended up giving her balloon-head for an entire day from a poisonous flower. It had never been this hard to get with Leanne. He glanced over at where she sat on the other side of the fire pit, flipping through her grandmother's diary. He had to admit, he missed being with her. He had tried to put it behind him, but he couldn't help it. They were travelling together, so he saw her all the time, and he had to cooperate with her in order to use the Sword of Omens' sight beyond sight (Which he had been avoiding using because he doesn't want there to be an awkward moment between them).

"You like her, don't you?" Lion-O jumped and turned around to see Ponzi standing behind him with a knowing smile, and Lucy standing behind him.

"W-What?" He asked in surprise.

"That puma girl." He said, pointing to Pumyra, "I've seen the way you eye her."

"Oh." Lion-O said, "No, I mean— Yes, I mean—" He sighed, "It's… useless. She lives with such passion and strength. I've never met anyone like her."

"Then you need to tell her how you feel." Ponzi said.

Lion-O scoffed, "I'm sure she's the kind of girl that's into 'feelings'." He said, he looked away, "And, it's a bit more complicated than that."

Ponzi only smiled, "Lucy," he turned to his caterpillar, "Our affection-challenged friend needs our help." Lucy let out a happy squeak as Ponzi reached into his coat and pulled out a bottle that held a pink liquid, "Ponzi's Love Potion, guaranteed to soften even the hardest heart." Lion-O took the potion from him, looking at the liquid, then looking over at the cup that was by Pumyra.

_It couldn't hurt to try_, Lion-O thought. He snuck over and poured the potion into the cup, ducking down to hide as Tygra came over to the fire.

"Boy, am I thirsty. Leanne, can I have some of your water?" He asked. Leanne looked up at him.

"My ration for the day is already empty. Sorry." She said, "But I'm a little thirsty, too." Tygra shrugged and went over to Pumyra's up and picked it up, taking a few sips from it.

Lion-O gasped and shouted, "Stop! That's Pumyra's!" Just as Tygra finished off the beverage.

"Whoops. Now it's all gone." Tygra replied with a smirk.

"I'm not even thirsty." Pumyra said with an indifferent shrug. Lion-O swiped the cup out of his brother's hands, shaking it to see if there was any love potion left in there, and there wasn't. He looked over at Tygra to see his fur stand on end for a moment before he relaxed a little.

"You feeling okay, Tygra?" Lion-O asked him.

"I don't tell you enough, but…" Tygra went over to Lion-O and hugged him, "You're the bestest little brother a big brother ever had!"

Leanne's jaw dropped and she looked at Tygra with wide eyes.

"Oh, what did I just do…?" Lion-O groaned to himself.

Tygra suddenly pulled away, shouting "Oh my gosh!" and ran over to another part of the camp, picking up something that was on the ground. His suddenly cry had caught the attention of the others and they all looked at him curiously as he looked at whatever he was holding, "Aw, he's so cute!" He turned and showed them that he had picked up a little green worm, "Isn't he adorable?" Everyone looked at him oddly.

"What is _wrong_ with you?" Panthro asked him, voicing everyone's thoughts at Tygra's sudden mood swing.

"Why nothing, you silly goose!" Tygra replied cheerily. Leanne looked at him in disbelief.

"Did you just call Panthro a silly goose?" Cheetara asked.

Tygra only smiled as he came over to Lion-O's side, putting an arm around his little brother's shoulders. Lion-O smacked his forehead and said, "It's hopeless." As Tygra kissed the little worm on its head.

Leanne bent down to where Pumyra's canteen was, looking over it before looking over at her, "What did you _put_ in here?"

"I just put water in there!" Pumyra snapped, "Nothing more!" Leanne let out a suspicious hum but didn't say anything else.

* * *

><p>The next morning, everyone had packed up all their things, and Panthro noticed that Leanne hadn't even moved from her sleeping bag.<p>

"She better not be sick again…" Panthro muttered as he walked over to the sleeping bag. He shook Leanne's shoulder, "Lee, get up. We have to get moving." Leanne groaned and turned over in her sleeping bag, getting more comfortable. Panthro rolled his eyes, "We don't have time for this, Leanne." He went over to the end of the sleeping bag and yanked it up, effectively throwing her out of the bag with a surprised yelp.

Instead of Leanne falling out however, it was a grey and black striped ThunderCat with black hair like Leanne's, and a striped tail. She groaned, scowling a little at Panthro.

"Okay, I'm up." She said, standing, not seeing how everyone was staring at her.

_Meow_ was the first thought that came to Lion-O's mind when he saw her. The next thought was, _Wait, where's Leanne?_

After a moment, she saw how they all stared at her and she turned to the others, planting her hands on her hips, "What?"

"Leanne?" Panthro asked in surprise.

She turned to him, "Yeah, who else?" When her question was met with silence, she looked around her to see if Tygra had done something when she had fallen asleep, but saw that everything around her was fine. She looked back at the others, "What are you all staring at?"

"Leanne… you're…" Cheetara tried to tell her, but the words were lost.

"What?" Leanne asked, "Is there something on my face?" She reached up and touched her cheeks, her eyes widening when she felt soft fur on her palms. "What in…?" She felt the rest of her head, finding that where there had been skin, there was now fur. "What?" She stood up, looking over the rest of her body, seeing that she had turned into some kind of tabby cat, complete with a striped tail. With shaking hands, she reached up to find that her ears had become more pointed, like the ears of a ThunderCat. "…What in God's name was _in that water?_!"

* * *

><p>Leanne looked over her new furry appearance in a mirror that Ponzi had somewhere on his carriage. She couldn't believe this. She had turned into a ThunderCat. She remembered that there was ThunderCat blood hidden in her somewhere, but still, she never expected something like this to happen.<p>

"This is just plain weird." She said, her tail wiggled a little. She grabbed it and yelled, "_You do not belong on me!_"

"Suck it up. Looks like you're stuck with it until whatever this is wears off." Panthro said.

Leanne pouted and looked at herself in the mirror, "I look like a freak."

"Don't say that, Leanne." Tygra said to her, "You look pretty! You're a very lovely ThunderCat."

"Gee, thanks." Leanne said sarcastically, rolling her eyes, "I suddenly feel _so_ much better now."

"I'm glad!" Tygra said, giving her a hug. Leanne scowled and pushed him away.

"I think Tygra's right." Cheetara said, "You make a beautiful ThunderCat."

"But I'm not _supposed_ to be a ThunderCat." Leanne said, looking at herself in the mirror, "I'm supposed to be a human. A semi-normal human with the ability to perform magic and junk." She paused, "…Okay, maybe that's not so normal, but still!" She looked over at Lion-O, "I know you had something to do with this."

Lion-O looked at her incredulously, "Why do you assume it was me?!"

"Because you flipped out when Tygra and I drank from some of Pumyra's canteen." Leanne said.

"I had nothing to do with this." Lion-O said.

_"Lies."_ A voice whispered in Leanne's ear. She sighed.

"Who's the liar now?" She muttered to herself, but she didn't say anything to Lion-O about it. They were already plenty mad at each other, they didn't need to have another argument.

As she looked over her new fur, so did Lion-O. He had never pictured Leanne as a ThunderCat, but now that he was seeing her as one, he had to admit, she was beautiful. She may not have liked her new appearance, but he certainly did.

"Well, let's just hurry and get over to the tree." Panthro said, picking up the mirror that Leanne was using and sticking it back on Ponzi's newly-repaired carriage. "We can worry about your problem later." Leanne nodded and everyone got in the Thunder Tank, following Ponzi as he led them to the kara-kara tree.

* * *

><p>It didn't take them very long to get there, seeing as they had made a majority of the trip the previous day.<p>

"There it is!" Ponzi said when they arrived, "The kara-kara tree!"

"It's… so… beautiful!" Tygra said.

"Oh, brother." Panthro groaned, "It's like having to babysit another cub!"

"How many leaves do you need, Ponzi?" Lion-O asked.

"If that creature is as big as you say…" Ponzi said, thinking for a moment, "All of them."

Lion-O turned back to the others, "Alright, everyone. You heard him. Let's get busy."

"What about him?" Pumyra asked, looking over at where Tygra was sniffing a bunch of flowers.

"Just leave him." Lion-O said with an indifferent shrug. He seriously doubted Tygra would get into any trouble while they worked.

After getting some sacks to hold all the leaves they picked, everyone started climbing up the tree. As they did, Leanne noticed how easy it was for her to be able to climb. In her new ThunderCat form, she was able to use her claws to hang on to the tree bark easier, and she was able to do the same with the claws on her feet, so she kicked off her shoes and quickly climbed up, bypassing everyone else. She smiled when she got to the top, resting on one of the branches.

"Is this how it is for you guys to climb?" She asked, "It's so much easier than when I normally climb." She flexed the fingers on her hand, looking at her new claws, "These are very handy."

"I didn't realize it was such a challenge for you." Cheetara said. Leanne shrugged.

"I guess I'm just getting used to this." She said, she reached up and started collecting the leaves at the top of the tree.

The others started as well, some of the leaves going into the sacks they had brought up with them, and others falling to the ground in a big pile. They moved around from branch to branch to collect all of them.

Eventually, Leanne got to where she was picking leaves beside Lion-O, and he looked over at her. Even in her new cat form, he knew she was still the same Leanne from before. The same Leanne who wasn't so quick to judge him for his small mistakes, the one who cared about him from the beginning, and the one he had fallen in love with at the beginning. Why did he want to separate in the first place? It seemed like such a long time ago, the reason had slipped from his memory.

"Leanne, can we talk?" He asked. She looked over at him with a frown.

"I thought you didn't want to talk to me." She said.

He sighed, "You're mad at me."

"Gee, I wonder why?" Leanne said in a very sarcastic tone.

"Look," Lion-O moved a little closer to the branch she was sitting on, "I want to talk about us."

"Okay. Talk." Leanne said, not looking at him.

"I think I made a mistake." Lion-O said. Leanne looked at him curiously. "I… I want us to be together again."

"Lion-O…" Leanne breathed. Where was this coming from all of a sudden? "I…"

"I want to say I'm sorry for all the grief I caused you." Lion-O said, "I know that a lot of things that happened to you are my fault, and I know that I was a real jerk to you sometimes." He gave her a small, hopeful smile.

Leanne looked at him for a moment, surprised to hear this coming from him. What had brought this on? Had he been thinking about this a lot? Deep down, there was a part of her that wanted to be together with him again, but another part of her was afraid to try again. She didn't want to be hurt again, and this seemed to be a good fix so far as it hadn't caused any gigantic problems. On top of that, he had been trying to flirt with Pumyra since she had joined them. But yesterday, he had said that he didn't want to get back together with her, so why was he saying this now?

And then she realized she had been turned into a Cat only this morning. She frowned when she thought that Lion-O wanted to be with her because she was a Cat. If he had thought her attractive when she was human, he probably thought she was more attractive when she was like this. He was only interested in her physical appearance. She turned away from him.

"No, I… No." She focused on getting the leaves, "Look, I just…" She sighed, "No. We need to focus on this right now, okay?"

Lion-O's hopeful smile vanished as he watched her return her attention to the leaves, her new tail twitching back and forth occasionally. With a solemn frown, he went back to work as well. His thoughts filled with all kinds of questions as he worked, wondering why she would turn him down, and every time he came up with the same answer: She didn't feel the same as he did anymore.

* * *

><p>The group kept working to get all the leaves down, and within a few hours the tree had been picked clean, all of the leaves sitting in one large pile in front of Ponzi's brewer machine.<p>

"There. That's all of them." Lion-O said.

"Perfect!" Ponzi said, "In a short time, you will have gallons of Ponzi's Miracle Elixir at your disposal!" He looked over at Lion-O and saw that he wasn't even paying attention to the brewer as it boiled up the water in preparation for the work, "I thought you would be happier about this."

"It's… not that." Lion-O said, looking at the ground. Ponzi looked over at where Pumyra was sitting, Leanne not too far away, looking through her newly-found fur for… something. He wasn't sure what.

"More lady problems?" Ponzi asked.

"Something like that." Lion-O replied.

"Have you tried being yourself?" Ponzi asked. Lion-O looked up and was going to answer him, when he looked back and saw that Ponzi's caterpillar was chowing down on the leaves with gusto.

"No!" He exclaimed, yelling at her to stop.

"Heh, you're probably right." Ponzi said, a little surprised at Lion-O's reaction, "That never works for me, either."

Lion-O pointed behind Ponzi, "No, I mean _no!_" Ponzi looked back and gasped when he saw that Lucy was finishing off the last of the leaves.

"Lucy! Bad girl!" Ponzi snapped, running over to her as she swallowed her mouthful, "Oh, you selfish, thoughtless bug! We _needed_ those leaves!" Lucy hung her head and started crawling away, heading up the tree with little squeaks and coos of sadness, "Wait! Lucy! Come back!" Ponzi ran to the trunk of the tree as she headed up to the very top. "I'm sorry! Aw, I didn't mean it! Please come down!" Lucy refused to do so and grabbed onto a branch at the top of the huge tree.

"She'll be okay." Cheetara assured him. It wasn't like there was anything that could eat Lucy while she was up there.

Everyone jumped a little when they felt the ground rumbling beneath them and they looked back to see a small silhouette of Mumm-Ra and his new monstrous form in the distance.

"Can't say the same about us." Pumyra muttered.

Leanne noticed that Tygra wasn't where they had left him and she looked around to see him chasing some sort of insect, waving his arms in the air and laughing like an idiot. "Oi vey…" She muttered, putting her palm against her forehead.

Panthro looked through his scope at where Mumm-Ra was coming from and scowled, "This might get ugly." Without the elixir, there was a good chance Mumm-Ra might actually kill them.

Ponzi snapped his fingers as if he had just realized something, and went over to some of the remaining parts that had broken off of his brewer. "Perhaps not." He pulled up a rod that had one of the leaves attached to it on a string.

"_One_ leaf?!" Lion-O asked incredulously.

"It… may not produce gallons, but it might just make enough to help you subdue that beast!" Ponzi said.

Lion-O shared a glance with the others, wondering if this was their best option. They all gave a general consensus and Lion-O looked back at the wallow, "We'll keep him occupied as long as we can." He said.

Everyone dashed towards the oncoming beast as Ponzi headed over to his brewer, hastily throwing the leaf in. Mumm-Ra let out a roar as he came closer to them.

"Your long overdue end has arrived!" He shouted through the monster's mouth. Lion-O took out his sword, letting out his battle cry as they all ran to attack him. Mumm-Ra brought up his claw and tried to bring it down on Cheetara, but she was quick to avoid it. She held her staff, using its power to extend and let it grow over Mumm-Ra's mouth, trapping it shut. She tried to make sure it stayed that way, but the beast's jaws were too strong and it broke through the wood. He opened his mouth and shot out a beam of purple lightning, and she ran away from it. Leanne ran towards Mumm-Ra, fire enclosing around her fists. She shot a huge fire ball at his feet, but it didn't leave so much as a blemish on the beast's tough skin. It roared and shot another bolt of lightning at her, and she managed to bring up some boulders to protect herself from it. The creature slammed its tail down on the ground, making something of a crater in the earth. Panthro took advantage of its low level and started to run up its length, planning to get to Mumm-Ra's head. He saw Panthro running up the tail, and flung him in the air a far distance from him.

It was at this moment that Tygra decided he should put his word in and ran up to Mumm-Ra shouting, "Instead of fighting, let's talk about our feelings!" Mumm-Ra roared and knocked him away with his claw.

Pumyra used her bow to try and get him down, but it didn't do anything against the thick skin. "In addition to invulnerability," Mumm-Ra growled, "This form gives me something much more powerful!" He slammed his foot down and snapped his jaw, "An appetite!" He roared and went after Pumyra, backing her up against a rock.

"_Pumyra!_" Lion-O cried, running to her side and jumping up, using the power of the Sword of Omens to generate lightning that pushed Mumm-Ra back while Pumyra managed to get out of the line of fire of the huge monster.

Panthro came back to the group in the Thunder Tank, barreling towards Mumm-Ra. "It's like I always say," His voice came from the tank, "If you can't beat 'em, _run 'em over!_" He headed straight for Mumm-Ra and rammed into his foot. He let out a cry of pain and fell back a step, knocking against the kara-kara tree, where Lucy had cocooned herself at the top. A muffled cry came from it as the force from Mumm-Ra's push disconnected her from the tree branches, and she fell to the ground.

As Mumm-Ra took a moment to regain his bearings, Pumyra ran over to Lion-O, planting a kiss on his cheek. "That was impressive." She said. Lion-O grinned a little, glad that he was able to get Pumyra's attention. The grin fell when he looked up and saw that Mumm-Ra was closing in on them. He let out a roar just as Ponzi called out to him.

"Lion-O! Catch!" He shouted, and threw a bottle of his just-finished elixir to him. He grabbed it and threw it at Mumm-Ra. The potion made direct contact with his skin, and a huge mist rose up from the bottle breaking. Everyone was still as they waited for the reaction. When the mist cleared, they saw the beast was still standing, and he roared at them in anger.

"It didn't work!" Leanne shouted at Ponzi, who was pressing his fingers together nervously.

"Er… bad batch! It happens." He said, shrugging his shoulders.

Mumm-Ra roared again, "There is no escape!" Everyone got in fighting positions, ready to fight this monster to the death, but before Mumm-Ra had a chance to attack, something flew at him out of nowhere, and knocked him down. The new creature that had come to them flew up in the air, circling around, letting out loud coos as it rounded back to Mumm-Ra. As it came a little closer, they could see it was something like a giant butterfly.

"Lucy!" Ponzi cried joyously.

"_That's_ Lucy?!" Panthro asked, pointing to the huge butterfly.

"She's transmuted!" Ponzi said, "No wonder she had such an appetite!" Lucy flew directly to Mumm-Ra's face, latching on with her new legs and moving her wings around him.

"What's she doing?!" Lion-O asked.

"She's supercharged with Miracle Elixir!" Ponzi said. A bright green glow came from the center of Lucy's new body, shining brightly as she struggled with Mumm-Ra. The glow became brighter and brighter, covering Mumm-Ra's entire body. When she lifted her wings, the monster had become trapped inside a gigantic green crystal, and when she flew off of it, it shattered into a thousand pieces. A puff of purple smoke came from the remaining crystal, and a crow flew out of it.

"I shall return, ThunderCats!" Mumm-Ra cawed as he flew away. Before anyone had a chance to go after him, the bird was already out of sight.

"Lucy took that beast down!" Ponzi said happily as she fluttered down beside her master, cooing happily.

* * *

><p>As the day went on, Panthro managed to fix the last parts of Ponzi's vehicle, and Leanne's skin was starting to shed the fur it had grown. She was filled with relief when she realized that whatever had happened to her was starting to wear off and she predicted that she would be returned to normal by morning.<p>

As the sun began to set on the horizon, Ponzi situated himself on his vehicle, Lucy beside him with ropes attached to her six legs.

"Sure you don't want to come with us?" Lion-O asked.

"Thank you, but Lucy and I have a business to rebuild." Ponzi said. Lucy let out a coo of agreement.

"Good luck, Ponzi." Lion-O said.

"And good luck to you, my feline friend!" Ponzi said, he winked at him, "With _everything_." Lion-O let out a small, embarrassed chuckle, while Leanne and Pumyra quirked curious eyebrows at him. "Fly like the wind, Lucy!" She did so with a happy cry, flying up into the air, taking Ponzi and his brewer with her. As they flew away, Ponzi waved goodbye to them, and they returned the gesture.

A groan was heard and they looked to see Tygra approaching them with a deep scowl on his face.

"How you feeling?" Lion-O asked.

"Like you look." Tygra growled.

"Then everything's back to normal." Lion-O said in relief.

"It will be soon, anyway." Leanne said, scratching her arm, causing more of her grey fur to shed.

* * *

><p><strong>Merry Christmas! And any other holiday you happen to celebrate today! Here's my gift to you: The long-awaited chapter!<strong>

**I'd like to thank loltroll22 for his insight on this chapter, and the idea of turning Leanne into a ThunderCat was his idea. I hope it's worth the wait!**

**Also, when Lucy was fighting Mumm-Ra, was anyone else thinking of Godzilla versus Mothra?**


	30. The Soul Sever

30

Leanne stepped out of the Thunder Tank, looking up at the familiar walls of Dog City. Tygra was just behind her and frowned as he looked upon the earthen walls. "And here we are again."

"Relax, Tygra." Leanne said, "We'll find the kids, and then we'll get out of here to find the next stone. Then you can stop being such a royal jerk and go back to being the regular jerk you normally are."

"Hey!" Tygra snapped, punching her shoulder.

"Ow!" Leanne scowled at him, "Don't hit girls!" She punched him in the shoulder.

"Hey!" He rubbed the spot that she had hit, "Oh, so that makes it okay for you to hit me?!"

"As a matter of fact, it does." Leanne replied smugly. Tygra rolled his eyes and walked away.

"How are we gonna find the kids?" He asked, looking behind him at Lion-O.

He shrugged, "Split up, look around town. It should be pretty easy to find them."

"I have no idea what these kids look like." Pumyra said.

"That's fine. You can just come with me." Lion-O told her, "We meet back here in an hour." Cheetara looked out into the people of the city, seeing the many faces of the dogs, and finding some little bodies among them.

"I don't think we'll have to." She said, pointing to them. Everyone turned to see Kit and Kat talking to three other kids. They handed them a bag, and they exchanged a few words before turning and waving goodbye.

"That was easy." Leanne commented as the two kittens ran over to them.

"Hi guys!" Kit shouted, waving at them.

"Hey!" Leanne called to them, they came over and held up the bag.

"Check it out, Leanne!" WilyKat said, "We got a Forever Bag!"

"What's a 'forever bag'?" Leanne asked, taking the bag and peeking through the opening to see nothing but darkness.

"I've heard of that." Panthro said, "Some wizard created it a long time ago. It's supposed to be able to hold entire kingdom's worth of treasure. Apparently its insides exist on the Astral Planes."

"For real?" Leanne asked in surprise.

"But it only works if you have the password." Panthro said, he eyed the twins, "Where'd you get that anyway?"

"We kinda stole it." WilyKit said with a shrug. Everyone gave the pair disapproving stares.

"I should be surprised, and yet, I'm not." Leanne said, she handed them back the bag.

"Kit, Kat," Lion-O called the twins over, "This is Pumyra." They looked up at her, and she looked down at them, "She's going to be travelling with us from now on."

"Hi!" The two greeted her.

"Hello." She greeted, shaking the two hands of the kids.

* * *

><p>Stories were exchanged of what happened in the kitten's absence, as well as them hearing the story of Pumyra, and the freeing of the Cat slaves. As they were talking, Leanne and Panthro checked the Book of Omens, to see what they could find out about the direction of the next stone. They were disappointed when the Book still directed them straight up. Lion-O, Cheetara, and Tygra had gone into the market to find some supplies to stock up on.<p>

"How in the world are we going to go 'up'?" Leanne asked him, staring down at the book.

"I have no idea." Panthro said with a sigh. He walked out of the Thunder Tank and Leanne looked after him.

"Where are you going?" She asked him.

"Might as well work on the Thunder Tank while we figure it out." Panthro said. Leanne could see how waiting for the Book to redirect them in a much simpler direction was going to take a lot of time. She reached down behind one of the seats in the tank, pulling out her Nana's diary. She moved to sit near the entrance of the tank, flipping through some of the pages, reading about various days in her Nana's life.

_September 23__rd__, 1978—_

_ Today was Melissa's first day of school. I was a little nervous about sending her off, and she was more than a little tearful about leaving me, but she calmed down after talking to her new teacher. It was the first time in a long time that Frank and I had some time alone together. After doing some daily chores that needed to be done, we just sat together and talked. Somewhere in the conversation, I told Frank the truth, and told him that Melissa wasn't his child. We had been so passionate in the beginning, I always thought I could convince him the child was his and we could live happily. To my surprise, he said he knew it the entire time. He had stayed with me from the beginning he learned I was pregnant, and he knew the child wasn't his. God bless this man and his kind heart. I always thought he had married me because he believed I was pregnant with his child and had to take responsibility. I told him this, and he said it was because the birth father wasn't there to take responsibility, he would be there for my child __and__ me. Now I realize just how fortunate I am to have someone like Frank with me. I still love Garflin with all my heart, as one always does with their first love, but I don't think anyone can replace Francis and his incredible heart._

Leanne was pulled out of her thoughts when she heard Tygra speaking, "We don't have time to be tinkering with tank upgrades." He said, "Mumm-Ra already has the Sword of Plun-Darr, and if he gets to the next stone before us—"

"We're doomed. I know." Panthro said shortly, "But until that blasted Book of Omens decides to point anywhere but straight up, we're stuck here." Leanne closed her Nana's diary and stood up, going over to where the others were standing. She could hear the metal of the tank creaking as Panthro tightened up one of the bolts. She jumped when she heard a snapping sound, and Panthro growled, throwing away the wrench that carried one half of the bolt he had been working on, "Well, _there_ just went a half a day's work!"

Lion-O sighed, "Sometimes all this tech is more trouble than it's worth. I'm starting to see why our ancestors left it behind."

That was something Leanne never expected to hear from Lion-O. She was about to say so, but another voice spoke up that made her stop from commenting.

"Do my eyes deceive me?" Lion-O turned around to see a familiar dog face carrying a bag full of junk pieces, who smiled at him, "Your Highness! Thank the stars you're alive!"

"Jorma?" Lion-O said in shock. His surprise turned into joy and he smiled widely at the old man, "What are you doing here?" The old dog went up to Lion-O with a smile as bright as his.

"After barely escaping the fall of Thundera, I moved the old junk shop back home." He turned to get a look at Lion-O's group of friends, and let out a low whistle when he laid eyes on the Thunder Tank, "Oh my, what do we have here?" He walked over to it, placing his hand against the cool metal, "Never thought I'd get to see one up close…" He turned back to Lion-O, "You sure know how to travel in style."

Panthro chuckled, "She's my pride and joy." He closed the part of the tank he was working on. Jorma moved to look inside the tank, and his eyes widened when he saw the Book of Omens.

"The fabled Book of Omens…" He murmured, "For so many years, I've dreamed of just _seeing_ it."

"Maybe you can help us figure out what's wrong with the book." Leanne suggested, "The thing keeps pointing straight up no matter what we do."

"Let's get it back to the shop and I'll have a look." Jorma said. Leanne reached down and took the Book of Omens out of its resting place in the tank and carried it, following Jorma. Panthro, Tygra, and Lion-O went with her while Cheetara and Pumyra went off to find more supplies, and Kit and Kat went off to play with their new friends that they had made in Dog City.

* * *

><p>Jorma's workshop lay just outside of the city's boundaries underneath a few boulders that had fallen in a landslide a few years ago. Jorma said the place was perfectly safe from anything outside, claiming the boulders provided adequate protection. Inside his shop, the walls and floors had various pieces of technology hanging around. It was the very same organized chaos that had existed in Jorma's old shop in Thundera. Jorma plugged a few wires into the book and put on a pair of magnifying goggles, looking over the book. After about fifteen minutes of him just looking over different parts of the book, Leanne asked him why it was taking him so long to see if there was anything wrong.<p>

"A priceless treasure like the Book of Omens requires the most delicate tools." Jorma replied, "So it may take a little time."

"When you're done there, my right arm could use a tune-up." Panthro said, flexing his mechanical wrist and elbows a little bit.

Lion-O jumped when he felt something tiny moving on his foot and he jumped back to see what looked like a little mechanical bug scurrying across the floor. "Whoa! What's that thing?"

Jorma lifted up his goggles and glared at it, "A nasty little pest."

"It's a spider!" Leanne squealed, jumping back when she saw it. She squirmed in disgust, "Kill it! Kill it! Kill it!" As it passed Tygra, he tried to step on it, only to have the little mechanical thing stab his foot with a small knife.

"Don't worry, I'll take care of it." Jorma said, he whistled, and another little mechanical bug came hovering out of the room behind his workshop, letting out strange metallic coos, as if it was processing data information. It flew by the group, heading straight for the little robot scurrying across the floor. The light bulb it carried on its back lit up and a yellow bolt of lightning shot out, zapping the crawling bug. Once that was done, it flew back to its master, letting out mechanical coos that sounded much happier. Jorma smiled at it as it landed in his hand, "That's Flicker. He helps me keep the scavengers away. Isn't that right?" Flicker let out a few more happy coos, looking up at Jorma as his body put away the flying blades that had given him the ability to hover in the first place. "Yes, Flicker, your giga-spark gets them every time. Good boy!" He walked over to where the remains of the mechanical bug lay, picking it up, "This spider-bot probably sniffed out the book's energy." He threw it over to a corner of his store, and when it landed, it gave off a small explosion, showing that it was completely destroyed.

Lion-O glared at the spider-bot, then over at Flicker, "So, one pest to take care of another."

Flicker flew up from where he had been sitting in Jorma's hand to fly into Lion-O's face, letting out a stream of rapid, angry sounds, his light bulb flashing again and again.

"Oh, don't mind him, Flicker." Jorma said as he headed back to where the book was. "He's just grouchy." He picked up the book, looking over it again. After a moment, he said, "Good news, everyone! The book is in perfect working order!"

"So… what? The stone is just hanging out on a cloud?" Panthro asked.

"The sky may not be as empty as you think, Panthro." Jorma said, unplugging the cords he had stuck into the book. He stood up, "Let me show you a secret."

* * *

><p>The four of them followed Jorma's directions as they rode in the Thunder Tank out to a pretty deserted part of the flatlands that existed outside of Dog City. At first, there didn't seem to be much, just more flatlands, but as they came closer to their destination, it became clearer where Jorma was leading them. It was a huge mountain of abandoned, somewhat broken technology. It coated just a small portion of the huge land, but it was about two miles in diameter. They had to watch where they stepped to make sure they didn't stab their feet on a rogue piece of shrapnel. The further in they went, the more they had to climb over different junk piles.<p>

"I'm the only one who knows about this place." Jorma said, looking over all the different pieces of tech.

"It just looks like a regular old junkyard to me." Leanne said as she climbed up over one of the higher sheets of metal, perching herself at the top to get comfortable.

"_Wow_, Cheetara and the kids are gonna be sorry they missed _this_." Tygra said with a sarcastic bite.

Panthro reached down into the piles of tech, pulling out one of the pieces of junk. "Hmm… Not bad." He said, going over it, "I might be able to find some parts I need for the tank."

"You haven't seen anything yet." Jorma replied knowingly. There was a strange rumble above them, like thunder, but there was no thundercloud in the sky, as well as some kind of loud, mechanical groan. Jorma let out an excited laugh, "It's almost time! It's almost time!"

"Uh… You feeling okay, Jorma?" Leanne asked from where she sat on the top of the pile.

Jorma reached down and picked up a thick sheet of metal and held it over his head as he looked skyward, "It's here!" He shouted.

The others looked up into the sky, seeing small glints of sunlight as it reflected off of something, and then they saw huge piles of technology and other junk plummeting down towards them. They all jumped out of the way, trying to get to safety from the falling debris as it all came crashing down into the ground around them. Leanne yelped as the junk she was seated on started to lean backwards, and took her with it. She jumped up into the air with her powers, and immediately regretted doing so when she came right into the line of falling objects. She quickly zoomed out of the way to try and get somewhere safe so she wouldn't be crushed by the huge amount of metal. After a short moment, it all stopped as smaller pieces of metal fell down on top of the huge ones that had come first.

"Isn't it lovely?!" Jorma asked with a grin as he looked at all the fallen metal work, putting down the piece he had grabbed to protect his head.

Tygra glanced up at the sky, and yelped when a final piece of metal landed in front of him. He glared at it for a moment before regaining his composure.

"More like terrifying." Leanne muttered, looking up at the sky.

"Something… Some_one_ is up there." Lion-O said.

"Whoever it is, they've got technology beyond our imagination." Jorma said, joining the four of them as their group came to form up again. Panthro looked over some of the new pieces that had fallen, very interested in what had just happened.

"They also have the next stone." Lion-O said.

Flicker came zooming over to them, urgent, rapid sounds coming from him as he looked to Jorma. His eyes widened when he realized what the little bug bot was saying. He looked around worriedly before grabbing a small armful of technology and running towards the tank.

"We've got to go! Get back to the Thunder Tank!" He shouted as he ran.

"Already?" Panthro asked, "I'm just getting started! This place is a gold mine!"

"You don't understand!" Jorma said, "They're coming!"

"Who's coming?" Lion-O asked.

"The necro-mechs…" Jorma trailed off as he heard the sound of metal hitting metal in the distance. The others looked back to see a group of robots, all of them made from various pieces of machinery, walk across the metal piles towards them.

"Today is just one crazy incident after another." Leanne muttered. Everyone got ready to fight, glaring at the necro-mechs as they stopped. Their mechanical eyes lit up as they scanned the area. Once they were through, they jumped into action, not bothering to give Lion-O and the others a second glance as they headed towards something else. Leanne blinked in surprise, "They're not attacking us?"

"I don't think these machines are after us." Lion-O said, "I think they're after the Thunder Tank." As he spoke, the mechanical minions ran over to the tank, ripping off different parts of it.

"Aw, cripes, my baby!" Panthro shouted, running towards the necro-mechs. They saw him coming and began firing at him and the others, realizing that they were threats to them.

"ThunderCats! Ho!" Lion-O shouted, his sword shooting out its powerful red beam at some of the robots; they narrowly avoided the blast and it hit a pile of metal scraps instead. Tygra came running at them, using his whip to deflect any of the shots that came towards him. He used his whip and wrapped it around the metal arm of one of the necro-mechs. It grabbed onto the whip and managed to pull him into the air, throwing him down onto a pile of rubble. Leanne blasted fire from her fingertips, and the necro-mechs jumped back from it, but the instant it was gone, they opened fire on her. She ran back behind some shrapnel for cover and tried to crush them by sending boulders in their direction. They only moved out of the way and kept firing.

Panthro went after one of the bots that was near his tank, grabbing onto its arms with his mechanical ones, which had lengthened to give him some distance between him and the mechanical monstrosity. "You're not the only one here with a built-in hydraulic intensifier!" He growled at it when it tried to fight back. Steam shot out of his elbows as he pushed the necro-mech back. It didn't do much damage, as it easily came back up and went charging back at him again.

Amidst all this fighting, one of the smaller robots got into the Thunder Tank, and found the Book of Omens, while a few others went after different parts of the tank. They all yanked out the parts they wanted, the book included. When the parts were removed, the tank's system couldn't function without what they had taken, and it all began to explode. They all left the vehicle before it had a chance to blow them all up. It was the explosions that got everyone's attention, and they saw the little necro-mech that held the red book.

"We have to stop them! They're going for the Book of Omens!" Lion-O said. Panthro went after them, grabbing onto the arm of the little one, only for it to come off right away, causing him to fall on his back. Lion-O, Leanne, and Tygra all ran after it to try and catch it, but the other necro-mechs wouldn't let that happen. Their eyes glowed brightly, and Leanne felt a strange tingle going up and down her spine. Very soon this tingle became very painful, and she fell to the ground. Jorma and Flicker remained hidden through all this, neither wanting to be involved in such a battle. Although, when Flicker heard the cries of pain that came from Leanne, Lion-O, and Tygra, he began to hover up, going over to help them, but Jorma kept him back for his safety.

When the lights had faded, the necro-mechs were gone, and the junkyard was silent.

Lion-O groaned as he pushed himself up, glaring at where the robots had been standing, "They got the book…" He muttered.

As the others all stood back up, they looked around at all the rubble. Leanne's eyes widened when she saw something familiar in the mess, "That isn't all they got." She said.

The others turned to see what she meant, and they saw the Thunder Tank, or… what was left of it. The necro-mechs had ripped it apart, leaving nothing more than useless parts and mounds of metal remains.

Panthro ran over to it, looking at it with wide eyes. Leanne thought that he just might cry as he looked at what remained of his precious tank. He swallowed down what she assumed was a slur of angry curses. She came over to his side, "I'm sorry, Panthro." She said.

"Got to give those scavengers some credit." Panthro growled, "They were _pretty_ thorough."

"They didn't even leave a trail." Lion-O growled.

"Well, those bots didn't build themselves." Tygra said, looking over what was left of the tank.

"Indeed." Jorma said, coming over to them, "Someone called the 'Soul Sever' did."

"Oh, well _that's_ a pleasant name." Leanne said sarcastically.

"No one's ever seen him. Just his work." Jorma continued, reaching down to pick up a piece of the tank, "While these machines are just products of their programming, Sever is working to create robots with souls." He threw the piece he was holding at Panthro, who caught it easily.

"Machines with souls?" He echoed, "That's impossible."

"You know what else is impossible?" Tygra began, his tone light, "A Cat with robot arms." Leanne let a small grin come onto her face as Panthro looked over his mechanical limbs.

"Fair enough." He said after a moment, a grin of his own on his face.

"Flicker can track the book's electromagnetic signature." Jorma said, the little bug bot in question hovering around his head, "He will lead you to Soul Sever and the book." Flicker took off, humming happily as he went after the signal he was receiving from the Book of Omens, "Try to keep up, he moves fast!" They all ran after the little bot, making sure to keep him in their sights.

"Thanks Jorma!" Leanne called out over her shoulder to the dog as she ran.

"Good luck!" Jorma called back, waving goodbye. Once they were out of ear-shot, he muttered, "You're gonna need it…"

* * *

><p>They followed Flicker through the plains, heading to a dark part of the area where a storm was coming in. Leanne thought it strange that such a dry place would have such a gigantic storm coming in, but she saw that there was no rain. Just clouds with lightning and thunder. It was a result of some kind of generator that lay behind the building where Flicker had led them. It reminded her a little of a temple in the way it was set up; with high towers spiraling up into the sky. Flicker began to fly closer to it, and the others followed, passing by many different run-down machines. One of them happened to catch Leanne's eye as they ran.<p>

"It's an air ship." She said as they passed by it, "Like the one we saw in the book."

"If it worked, it could take us up to the next stone." Panthro said.

"The next stone won't matter if we can't get the book back." Lion-O said as they approached the doors. They were wide open and they all walked in. Leanne shuddered as she looked around at the walls. The room was so cold, and seeing all the wires and machinery lying around and going through the walls made it seem even colder, and much less inviting.

"The stuff of nightmares…" Tygra murmured as they went further in. Leanne had to agree with him there. All this darkness and coldness did make her think of nightmares.

As they came into the main room, they saw six tunnels that didn't lead anywhere along the walls, and there was a huge piece of machinery on the back of the wall where all the wires that went throughout the building met. This was behind an important-looking table where the Book of Omens was being suspended in the air by electrical waves that danced all around it.

"It's the book!" Lion-O whispered when he saw it. Flicker wasted no time in flying forward, intending to finish the mission his master had entrusted him to do for Lion-O. "Flicker! Wait!" He didn't listen as he went over to the book, and was about to use his giga-spark to shut off the machine that held the book, when a large hand grabbed him and pulled him away from it.

"What do we have here?" A voice said, everyone saw a strange man, whose body seemed to be made almost entirely of machines stood up. His limbs were long and gangly, and he seemed to wear some sort of metallic robe of some kind, but what got them the most were the huge scythes that were folded like wings on his back. This could be no one but Soul Sever. He looked at Flicker with his bright green eyes, "An amusing trinket?"

"You better not hurt him." Panthro growled.

"There is nothing _to_ hurt." He replied, "He is merely wires and a product of programming, but no soul. He is incomplete." He tossed Flicker away as he turned to them, "As are all you. Perfect souls trapped in imperfect vessels."

"Hey! I happen to like the way I look!" Leanne snapped at him.

"_Why have you disturbed me?_!" Soul Sever shouted angrily, silencing anything else Leanne might have said.

"We've come here for the Book of Omens!" Lion-O said, pointing to where the book was suspended.

"I'm afraid that's impossible." Soul Sever said, "Not after I've seen the _incredible_ potential of this artifact."

"And _I've_ seen that potential in the hands of a mad man." Lion-O growled, "I won't allow it!"

"Then you see technology as an evil?" Soul Sever asked him.

"It's hard not to," Lion-O said, "When the scourge was used to destroy everything I held dear!"

"What you call a scourge is all that gives me hope." Soul Sever said. He looked up at something behind him, and the others looked as well, to see three ghostly white orbs with long, wispy tails moving back and forth in cylindrical containers. "Before technology, my only obsession was my family. But a sickness overwhelmed them, one for which traditional medicine had no cure. So I turned to the Necro Mechers, a cult that harvested the technology that had been shunned by so much of Third Earth. If anyone could help, it would be these mysterious strangers. They managed to keep my family alive, but there was a price to be paid." Soul Sever put his hand against his chest, "They turned me into a weapon to further their cause." Leanne looked at him with wide eyes, wondering just what kind of pain and measures had to be taken in order to create a person such as him. Out of the corner of her eye, she saw Tygra pulling out his whip, and when Soul Sever turned his back, Tygra was gone as well. "Their machines prolonged my family's life, but it wasn't much of a life. I argued that, if their natural bodies had failed, let us make better ones! The Necro Mechers warned that that would be a perversion of the balance between nature and technology. They had tried before with disastrous consequence. They would not allow it again, so I destroyed them." The way he said it made Leanne wonder if the machinery in his body had kept his sanity. He sounded so cold and cruel, like the room they were in. Surely if this was a man who loved his family, he wouldn't have gone to such extremes? "Through further experiments, I succeeded in capturing my family's souls. And here, those precious souls have waited for the perfect host. A task I was beginning to believe was impossible, until this book was brought to me." Leanne looked back up at the white orbs, her eyes widening at the sight of it. She had never seen souls outside of a body before, and it was so strange to look at three of them as they moved around their containers, as if looking for a way out.

"We can help you, and your family." Lion-O said, "But we need the book to do that."

"No one will ever touch this book but me!" Soul Sever said, "I suggest that if you value your fragile organic life, you will leave _now_."

Lion-O sighed and turned to Panthro, "We're leaving." The other two followed him as he began to head out the door. Tygra would grab the book and sneak off before Soul Sever had a chance to notice.

"Wait." They stopped, "There was another one with you." Leanne glanced nervously at the others.

"Uh, your story bored him so he… left in the middle." Panthro said. The Jewel of Omens quickly sensed his lie, but Leanne didn't need the jewel to tell her that. Panthro wasn't the best liar, it seemed.

Soul Sever's eyes turned red and he looked around the room. He glanced over to where the book was, and held out his hand, a huge electric bolt shooting out. Tygra suddenly became visible again, and he fell to the ground.

"Tygra!" Lion-O ran towards his brother, only be stopped by the necro-mechs.

"You wanted to help my cause?!" Soul Sever snapped angrily, "Then yours will be the next souls to be severed!" Everyone looked at him with wide eyes, and before they could blink, the necro-mechs had grabbed each of them. They all struggled against the machines, but they would not relent until they shoved them down on metal tables, strapping them to it. Each of the tables connected to one of the six tunnels along the walls. Leanne, Lion-O, and Panthro were all put on one side, while Tygra was put on the other. The tunnels lit up, humming as they came to life, getting ready to perform whatever task they were made to do.

"Your book has allowed me power I'd only ever imagined." Soul Sever said, "No longer must we know our greatest weaknesses! Disease, age, pain…"

"You know, I really don't mind most of those." Tygra said as he struggled against his restraints.

"Free us. Now!" Lion-O shouted.

"You will be freed. Of life's greatest restraint: death." Soul Sever said, "But first, for the sake of my loved ones, I must be sure the process will work."

"What the blazes are you planning to do to us?!" Panthro shouted at him. Soul Sever didn't reply as he began typing in some things on the main computer. The tables, which had previously been upright, when down on their backs as the machines' hums became even louder.

"Now this won't hurt at all." Soul Sever said, "In fact, nothing ever will again."

Everyone began shouting their protests as the machines started to slowly pull in the tables. Everyone struggled against their restraints, trying to get free.

Suddenly, with high-pitched, mechanical sounds were heard as Flicker came buzzing over to them. He used his giga spark to stop the machine that was pulling in Lion-O, and the restraints released him. Lion-O smiled at the little bug bot, having never been so thankful for him before. "Maybe you're not so bad, after all." Flicker let out a sound of happiness before using his giga-spark on Panthro's table, and then Leanne's. He didn't aim in the same place he had with Lion-O, so their restraints weren't released right away, but the machines did stop, and they were thankful for that much. Flicker turned and was about to do the same for Tygra, but Soul Sever reached out, and flicked the little bug bot away to the floor. Flicker landed with a small thud on the ground, sparks coming from where his mechanics had been charging up.

Lion-O turned, drawing his sword just in time to block the scythes that had unfolded from Soul Sever's back. He swiped at him again and again, "It's a pity you cannot see what I'm trying to do!" He said.

"What's that?" Lion-O asked scathingly as he started attacking him, "Rob us of the humanity technology stole from you?!"

Since Tygra's table hadn't stopped, he was pulled into the machine completely, and he let out a cry of pain as something electrocuted him. Leanne and Panthro struggled against their restraints, trying to get out to help their friends, but they were on pretty tightly.

Lion-O fell to the ground, rolling to the side just in time to avoid Soul Sever's scythe from where it would have pierced his skull.

"I'm afraid nothing can stop progress!" He said to Lion-O.

As he spoke, Tygra's soul was sucked out of his body and put into the machine. The wispy green waves were directed upwards, and into the pile of machinery waiting at the top. Leanne watched with wide eyes as the machinery began to move mid-air, taking a familiar form that looked something like Tygra, but it definitely wasn't. This machine had Tygra's soul in it, and it let out a mechanical roar as it came to life.

"Tygra!" Leanne shouted. She looked to where Tygra's body was in the machine, but saw that it was nothing more than a soulless shell now.

"It worked! It worked!" Soul Sever shouted happily as he looked up at the robotic Tygra. He turned to where the souls waited in their containers, "Soon, you will all be in my arms once again." The robot jumped down from where it had been previously, landing in front of Soul Sever. He waved his hands toward him as he stepped back, "Come to me, my perfect creation!" The machine slowly stepped toward him, but after the third step, it stopped, the metal body twitching as sparks flew from it. "No… _No!_ This can't be happening!" The arm shot out and went through the wall, grabbing some mechanics from another part of the building. The other arm did the same. Each part of it kept grabbing more machinery and added it on to itself. "I can fix this!" Soul Sever cried frantically as he ran back to the main computer.

"You can fix _what?_!" Lion-O asked, shouting over the sound of metal against metal. The robot Tygra let out another mechanical roar as the body got bigger, "_What's happening to him?_!"

Finally, after so much struggling, Panthro managed to break through his restraints. He ran over to where Leanne was and yanked them off, freeing her. They all ran to where the mechanical body's appendages were growing at an alarming rate. They did their best to keep it at bay, Lion-O cutting up the strange grey tubes that held them together, Panthro grabbing at them and pulling them back, and Leanne blowing them back with her wind powers. It didn't do much good as it just kept getting bigger until it was almost as big as the room itself.

"No! No! I can control this!" Soul Sever said, working quickly at the main computer, "I just have to make some adjustments!"

As Lion-O sliced off another tube, he shouted, "This is what the Necro Mechers warned you of!"

Soul Sever ignored him as he kept working, "At this size, he will need to feed on more souls just to stay alive!" He kept working as the robot went over to the containers that held his family's souls, "_Stay away from them!_" The robot knocked him back with a heavy kick that sent him into the wall. He cracked open the containers and sucked down the wispy, white orbs, "_No!_" The robot Tygra let out another roar, and Soul Sever looked at him, his metal jaw agape. "What have I done?"

Lion-O ran up to the computer, "How do we stop it?!" He asked.

"We can't!" Soul Sever shouted, "Only a powerful electrical pulse into the book will disrupt the process!"

Flicker flew up beside Lion-O and he looked at the little bug bot with wide eyes. "Like a giga-spark!" He turned to it, "Flicker, you know what to do!" The little robot gave off a sound of agreement and began to hover over to the book, but Soul Sever grabbed him, stopping him from going any further. "What are you doing?!"

"I can't let this happen!" Soul Sever said, "It will destroy more than that beast! Your friend's soul may have a body to return to, my family does not!" Lion-O looked back at the remains of the containers that held his family's souls. "I can't lose them!"

"You already lost them!" Lion-O said, "Now it's time you let them go!" Soul Sever stared at him for a moment, seeing his point. If he didn't act, that thing would just get bigger and bigger and swallow more souls. His family couldn't live that way, not in the belly of some monster. Perhaps it _was_ time. He opened his hand and Flicker flew over to the Book of Omens, his giga-spark shooting out and zapping the book. Once he had, the book responded with a pulse of its own that threw Flicker back. The entire room became bathed in red light as the book was able to stop the robotic Tygra from moving. The light coming from the book grew brighter and brighter, and suddenly, it stopped. Released from the electrical hold that the machine had on it, the book fell to the floor.

The souls that the machine had swallowed all flew out of it, and the machinery turned into a pile of rubble on the ground. Tygra's soul went back to his own body, while the other three circled around Soul Sever's head, as if to say goodbye. As they flew up, Soul Sever called out to them, trying to stop them, but they didn't listen, "No! No! _No!_" They flew up into the sky until they were no longer discernible among the storm clouds. "No…" Tears fell from Soul Sever's eyes as he looked up at where his family had disappeared to.

Panthro and Leanne went over to Tygra, releasing his restraints as he regained consciousness and pushed himself up.

"How're you feeling?" Leanne asked him, wondering if the whole soul-leaving-the-body thing had screwed something up.

He shrugged, "I've been worse… I think."

The pair helped him off the table, helping him to get his bearings again as he got used to being back in his organic body.

Lion-O went over to the book and picked it up. He glanced to the side and looked sadly on what he saw, "Flicker…"

The little bug bot was on the ground, his light bulb broken, and his wings damaged. There was no hum of electricity going through him, and he didn't move. The reaction pulse of the book severely damaged his inner-workings. Lion-O didn't expect the little guy to come back, not without some serious repairs being done.

Soul Sever gently picked up the little bug bot's remains, holding it in his hand, "He _knew_ this would be the consequence. His programming shouldn't have allowed it." He said.

"Which means something else did." Lion-O said, "Something greater. In the end, technology isn't the disease, or the cure, and I can't blame it for how evil minds may use it."

"Good to see you're back to yourself." Leanne said as she and the others came up behind him. He gave her a small smile, and she returned it.

Soul Sever leaned back against his desk, his head in his hands. "Now go. Take your book, and let me grieve in peace." They did as he wanted and left him alone. They were silent as they walked out of the building. Tygra had recovered quickly, and seemed completely fine as they left to get back to the others.

"So… What was it like? Having your soul leave your body and put into a metal one?" Leanne asked, walking beside Tygra.

"It was… cold." He said, "And hard. It was like being inside a metal box. One that was indestructible. And there was this numb feeling all over. The entire time I was there… I felt pretty weak."

"You felt _weak_?" Leanne asked, "Tygra, you were a ten-foot-tall robot with huge claws, and possibly laser eyes! How did you feel weak?"

He shrugged, "I don't know. With this body, I know I can get stronger if I wanted to, but in that one, my strength was set. I couldn't change it. I felt stuck."

"I bet that's why you needed to grab all that stuff. To get bigger and feel stronger." Leanne said.

"I don't know, most of it is still a blur to me." Tygra said, rubbing his head.

"Well, so long as you're back to normal." She replied. The group kept walking on, heading back to Dog City, where their friends waited for them.

* * *

><p>Lucas sat on the edge of his bed, his elbows resting on his knees, and his linked hands resting against his forehead. His eyes were wide as he stared down at the floor, doing what he could to try and block out the thoughts from his most recent nightmare. His heart was still pounding, he could hear it beating roughly in his ears. He jumped almost a foot in the air when he heard someone knocking on the door to the room he had been given. He stared at it for a moment, then sighed, getting up, knowing that it must be around morning by now. He pulled on his hoodie before he answered the door, seeing a lizard standing on the other side.<p>

"Yes?" Lucas asked him. The soldier knelt down as he had been ordered to do by Mumm-Ra, and Lucas made no point in stopping him. He had already learned that the lizards feared going against Mumm-Ra more than any form of death, and they didn't want to go against his orders.

"Lord Mumm-Ra is calling for a meeting of all his generals." The lizard said, "He said it was urgent, and that you are to report to him immediately." Lucas nodded.

"Thank you, I'll be there in a moment." He said, "You can leave now." The lizard nodded and stood, walking away from Lucas but never turning his back on him. Lucas shut the door and looked around at the room, sighing. Working as one of Mumm-Ra's generals was pretty cushy, compared to the grunt work the soldiers had to do, but he still hated every second of it. Every now and then, he would work by Slithe as he was instructed to do by Lord Mumm-Ra, but that was basically the only contact he ever really got out of anyone there. Mumm-Ra preferred solitude to company, so he was left alone almost always. He avoided Atticus and Kanar whenever he could. The _last_ thing he wanted to deal with was those two, especially now. Lucas knew what was happening here was wrong, and that Mumm-Ra was a tyrant who ruled through fear. He wasn't going to deny that he wasn't afraid of him. The demonic leader terrified him, and he should have left his temple long ago, but he was too afraid to try. He was sure Mumm-Ra wouldn't react well to his betrayal. He went over to a mirror in the room and looked at his face, seeing his eyes had little dark circles beneath, and his face looked a little sunken. He noticed he had become a little paler, too, since there was never any sunshine around the temple.

He brushed his fingers through his bleached hair and left, heading to where all of Mumm-Ra's meetings took place; the throne room. When he arrived, he saw that Kanar, Atticus, and Slithe were already there, and all eyes turned to him as he entered.

"Sorry I'm late…" He murmured tiredly as he sat down by Slithe.

"Now that we are all in attendance," Mumm-Ra rasped out, "We can begin." He waved his hand over the Well of Souls, showing a very large city that floated among the clouds. "It is here that we will find the next stone."

"Is that a mountain, My Lord?" Slithe asked.

"No, it is the city of the birds." Atticus said with a small growl, "I tried to reach it, but was stopped by a colony that rested on a mountain. That was when you recruited me."

"Indeed." Mumm-Ra said, nodding, "We are to travel to this city next. My generals, I expect you all to do your duty. Slithe, you Kanar and Atticus will help to lead my forces to their city to claim the stone."

"And… what will I do, My Lord?" Lucas asked, in his mind he was begging _Please don't make me go, please don't make me go, please don't make me go._

"You are to come with us, and retrieve the girl who bears the Jewel of Omens." Mumm-Ra said, "I do not think you are ready to lead my forces just yet."

Lucas gulped a little in fear, "…Yes, Lord Mumm-Ra."

"And you are also to oversee the fliers as they are being made." Mumm-Ra continued, "Make sure that they are complete, and that they will be ready for our journey. Slithe will assist you, should it be required." Lucas nodded once.

"My Lord, how can you be sure of our victory?" Slithe asked, "You are normally much less calm when creating these missions."

Mumm-Ra grinned, "We have a spy among the ThunderCats." Lucas looked up when Mumm-Ra waved his hand again, showing Pumyra as she talked with Cheetara about something in Dog City. The two of them looked up as Tygra went over to them, and when Cheetara went to greet him, he embraced her, and held her close, "Pumyra shall fight for us when the time comes."

"How can you be so sure of her loyalty?" Slithe asked.

"Because she desires vengeance," Mumm-Ra said, "In her, there is no emotion stronger than that of her hatred towards the ThunderCats' king." The Well of Souls showed Pumyra as she was speaking to Lion-O about something. "She will serve us well."

* * *

><p><strong>I know you guys have waited a long time for this. I hope it was worth the wait! I don't suspect that it is though, it's not really my best work...<strong>

**Anyway, I love you all! Thank you for all the favorites and the watches!**

**PS- If you caught the Futurama reference, kudos to you! (I couldn't help myself, I just HAD to put it in there.)**


	31. What Lies Above: Part 1

31

Leanne looked over at where Pumyra and Lion-O were sitting, chatting quietly among the others. They sat very close and Pumyra seemed to hang on to every word Lion-O was saying, and he was doing the same for her. She sighed a little and turned her attention to the airship, looking over everything they had used in the last couple of days. After the incident with Soul Sever, they returned to his lair to ask him about the airship he had lying just outside it. But he had disappeared, and so had any remnant of anything saying he might have been there, save for the deactivated nechro-mechs. Without bothering to look further into it, they got to work on the airship, Panthro spotting out different problems and telling everyone what they needed to do. Everyone had done their part in the repairs and, in order to make Panthro familiar with it, they used some of the machinery from the Thunder Tank to help fix it up, as well as some random bits and pieces from the nearby junkyard. Leanne had used her fire abilities to help with some of the welding, and that's what she was checking over as the others had their dinner.

The airship had first belonged to Mumm-Ra, so it still looked like it had a few hundred years ago when it had been used, but with a little elbow grease, they managed to make it look like an airship fit for a ThunderCat king, which it pretty much was.

"Hey," Leanne jumped from where she was working and looked down to see that Tygra had come over, "Aren't you going to eat?"

"I already ate." Leanne replied, turning her attention back to her welding, knocking on the metal to see if it was strong or not. She really had eaten already, but it was a small meal of chewing on some candy fruit Kit had lent her from her stash. She looked down to see Tygra was still standing there. "Something else you wanted?"

Tygra waved her over, "Come here. I want to ask you something." He could have just asked her from where she was at the moment, but she shrugged and complied, jumping off the nose of the airship and coming to a safe landing in front of him.

"What is it?" She asked.

"I know there's a reason you're not eating with us, even if you did eat earlier." Tygra said. Leanne looked away from him focusing her attention on a small stick that lay on the ground somewhere behind him. "You don't want to be around Lion-O and Pumyra." Since the incident where Lion-O saved Pumyra a much longer time ago, the two of them had gotten even closer than Leanne was willing to admit she was comfortable with.

"_You_ don't want to be around Lion-O and Pumyra, either." Leanne said.

"Yeah, but I don't have the same reason as you." Tygra said.

"I thought you called me down here to ask a question." Leanne said, crossing her arms.

"Do you still have feelings for Lion-O?" Tygra asked. Leanne's eyes widened and her cheeks turned a shade of pink.

"What kind of question is that?!" She snapped at him.

"Are you going to answer it?" Tygra asked.

"No!" Leanne said quickly.

"Why not?" Tygra said just as fast.

"Because it's a stupid question!" Leanne said, she turned around and headed back to the airship, "I have more important things to do than answer stupid questions!"

"Leanne!" Tygra grabbed her arm before she could fly up to the airship again, "Just tell me. Do you or don't you?"

Leanne was still for a moment, waiting to see if Tygra would accept her silence and go back to the others, but he made no sign of it. She sighed and turned around to face him, taking her arm from his grasp. "Yeah." She said quietly, "I still have feelings for him." Tygra nodded once.

"I thought so." He said. "You've been pretty miserable since the two of you broke up."

"Has it been that obvious?" Leanne asked. She didn't need Tygra to answer as he looked at her. She shrugged it off, "Well, it's not like it matters anymore. He doesn't want to be with me, and I won't make him." She turned her attention back to the airship, "Now I'm going to check over my work one last time _uninterrupted_ before I go to bed, okay?" She didn't wait for a reply as she flew up and went back to look at her welding work. Tygra frowned and looked over at where Lion-O was still talking with Pumyra.

"We need to talk. Now." He said sternly to him.

Lion-O frowned, not really in the mood to deal with his brother at the moment when he and Pumyra had been having such a nice conversation.

"It's okay, Lion-O." Pumyra said, she nudged him up with her elbow, "Go." Lion-O stood and followed his brother over to the remaining metallic shell of what was once the Thunder Tank.

"What?" Lion-O asked.

"Leanne or Pumyra?" Tygra asked. Lion-O's eyes went wide.

"_What?_!" He asked.

"Which one, Leanne or Pumyra?" Tygra asked him. Lion-O scowled at him.

"Not now, Tygra." He growled out. He started to walk away, planning on heading back to where the others were.

Just as he was about to turn the corner to where the fire pit was, Tygra spoke again. "You know, you broke her heart."

Lion-O rounded on his brother, a fierce look in his eyes, "I broke _her_ heart? What about _mine?_! She kissed you!"

"And?" Tygra asked.

"_And?_!" Lion-O snapped angrily, "I don't know what rules you abide by when you're with someone, but she made a poor decision, one that ended our relationship."

"And you can't forgive her?" Tygra growled, "You know, I forgave you for making a poor decision, you could at least do the same for her."

"What decision?" Lion-O asked.

"Letting Thundera fall." Tygra said, crossing his arms. Lion-O frowned.

"I did not cause the fall of—"

"Even when you decided against telling us the vision the sword gave you when you were training with Father?" Lion-O looked away, still feeling guilty for holding back that information from his father and Jaga. "If I can forgive you for a screw up as large as that, I'm pretty sure you can forgive Leanne for giving me one measly kiss."

"That's not the point!" Lion-O snapped.

Tygra sighed, shaking his head. "Hopeless…" He walked away from his brother, heading back to the others. Lion-O growled in the back of his throat and did the same, going to sit by Pumyra just as Leanne finished double checking her work on the airship and announced that she was going to sleep.

* * *

><p>The next morning everyone got up and worked on the airship, putting together different pieces and adding on some new ones. WilyKat and WilyKit sat on their hover boards at the side of the ship, painting the ThunderCats' symbol on it.<p>

"I can't believe we found an airship in Soul Sever's lair." WilyKat said as he went up and down along the metal, painting in the red while Kit painted in the black panther head.

Leanne held up her hand, a small flame coming out and, with a little effort, she managed to concentrate the flame enough so it was a small, powerful little stream of fire that she used to weld together a couple of pieces of metal. When she was done she looked back at Tygra, and he nodded in approval.

"I'd say we've done a pretty good job putting this hunk of junk back together again." Tygra said.

Cheetara nodded in agreement as she put up a piece on the ship where Leanne was quick to come over and weld some of the metal together. "You two decide on a name yet?" Cheetara called to the twins.

"Sure did!" WilyKit called back, her and her brother popping their heads up over the side of the ship.

"Say hello to The Feliner!" WilyKat said happily.

Leanne giggled, "The Feliner. Nice choice."

Lion-O's gaze turned upwards, "Hard to believe it's going to take us up there." He said, "Past the clouds to where the Book of Omens says the third stone is."

Pumyra smiled, coming up behind him and putting her hands on his shoulders, "Believe it. You're the one who got us here." She said. Lion-O smiled and reached back for her hand, squeezing it once before letting go. Leanne turned her head away from the exchange between them as she went down to the front of the ship where Panthro was working inside the ship's engine. She sat at the top of the entrance and looked downward, her head hanging upside down as she looked inside.

"How's it looking down there, Panthro?!" She called, her voice echoing off of the metal walls of the interior.

"Pretty good!" Panthro called back. He stood up, wiping his robotic hands of any latent grease on a rag. "I think she just might be ready to fly."

"Woo hoo!" The twins cheered. Leanne smiled as she watched them zoom by on their hover boards.

* * *

><p>Everyone made themselves comfortable in the Feliner as Panthro fired up the engines. They roared loudly, and everyone felt a small sense of relief in knowing that they worked.<p>

"I've got her humming now." Panthro said as he sat in the pilot's seat. "Who wants to take her for a spin?" The kittens instantly raised their hands, and Leanne pulled them back down with a smile.

"You sure you know how to fly this thing, Panthro?" Cheetara asked, a little wary at the idea of flying high in a ship that no one knew how to operate.

"If she's anything like the Thunder Tank, we got nothing to worry about." Panthro said. Leanne was pretty sure that driving a tank was nothing like flying a plane, but she had never flown a plane and had only driven the Thunder Tank once, and that was her only experience in comparing the two. She hoped it wouldn't be too difficult for them to fly. Panthro put his hands on the controls, "Just gonna take her up nice and easy." Panthro carefully moved the controls, and the ship moved upwards. They seemed fine, at first, until they all suddenly started swaying to the right and left. Everyone tried to keep a hold on their seat as Panthro tried to steady the ship. "Okay, so it isn't anything like the Thunder Tank…!" Panthro looked up to see just where they were, and his eyes bugged out of his head, "Are we really that high up?!" He let out a high-pitched yelp Leanne didn't know he was capable of making and seriously started to fear for her life.

"Don't tell me you're scared of heights!" Tygra snapped at him.

"I didn't know until just now!" Panthro shouted back, moving his hands away from the controls and covering his eyes, like a child would do. The ships swerved out of control, and everyone grabbed on tightly to what they could.

"We're gonna die!" Pumyra shouted fearfully.

"We're too cute to die!" The kittens shouted as they hung onto each other. Leanne watched as they came closer and closer to a cliff, and just as she was certain they were going to crash and braced for impact, the ship took a sharp turn upwards and suddenly they were flying high, and flying steady. After regaining their bearings, everyone looked up to see what had happened.

"There we go." Tygra said as he manned the controls from his station, "Nothing to it."

"Since when did you know how to fly an airship?" Leanne asked as she resituated herself in her seat.

"Just feels… natural." Tygra said with a shrug. Panthro, still scared of heights and a little humiliated that he had been outdone by Tygra, covered his face again, trying not to look at the ground as they flew over it.

"No wonder your ancestors were pilots." Lion-O said. Tygra grinned at him and focused on flying the airship while the others went over to the window, wanting to see how Third Earth looked below them.

"Guys! You gotta see this!" WilyKat shouted, and everyone who was able went over to the windows and saw the huge areas below them.

"It's breathtaking…" Pumyra said in awe. Leanne looked out the window, seeing all the different territories of all the different lands they had ventured to.

"Look! There's Dog City!" WilyKit pointed out excitedly.

"I think I see the Elephant Village!" WilyKat said, pointing to it.

"The Enchanted Forest!"

"It's the Fishman Oasis!"

Leanne looked down at them all with a small smile. She had been up in a plane before, so seeing something from this high up didn't really phase her, but it was certainly amazing to see just how far they all had come in their journey. With every location, she could see the memories of each place flood her mind, and how each of them had changed from that point to where they were now.

"Panthro!" Cheetara called to him as she looked out the window, "You're missing this!"

Panthro stayed glued to his seat, his eyes shut tight and his arms crossed in front of his chest.

"See it fine from here." He said quickly.

"Third Earth looks so small from up here. All the different nations look like a unified whole." Lion-O said as he gazed out from where he was sitting. "Maybe one day…" He turned to his brother, "Let's see what's on the other side of those clouds. Take us up, Tygra."

He nodded and pulled the levers that controlled the airship back, the Feliner flying higher into the sky. They flew into a patch of dark, stormy clouds, and everyone was silent. Every now and then, they saw a flash of lightning as it traveled from one cloud to another. Leanne started to worry about whether or not they would be hit with one. She trusted Tygra to fly the airship, but she sincerely hoped Mother Nature wouldn't zap them back down to the ground before they even had a chance to see what lay beyond the clouds. Lion-O watched as the Book of Omens' compass, instead of pointing upward, pointed straight ahead, showing that they were on the right path.

Soon, the gray clouds faded back to white, and light came into view once again. Before them lay a gigantic structure, hovering above the clouds.

"It's a city…" Leanne breathed when she saw it.

"In the sky!" WilyKit said, completely dazzled by the sight of it.

The ship shook as something exploded beside them, and alarms started blaring.

"We're under attack!" Pumyra shouted, standing up, ready to fight.

"No. Those were warning shots." Lion-O said, trying to calm her down. A couple more went off beside them, and three more airships began to move with them. They were smaller, and more streamlined than the Feliner, and gave off the appearance of a flying hawk.

"Unidentified craft, we will escort you to a landing." A voice came from one of the ships. "Failure to comply would be unwise." Not wanting to risk getting into trouble, Tygra followed the ships to a landing area in the floating city and carefully came to a stop. Once the ship had stopped moving and the engines had died, everyone stood up and headed for the entrance.

"Be ready for anything." Lion-O warned as they walked out of the ship and onto the landing pad. Loud birdcalls were heard before the group find themselves surrounded by hawk people, all of them bearing spears that seemed to be powered by electricity. Everyone pulled out their weapons, ready to fight the birds if need be. Two more birds came towards them, one was a short, stout pigeon, and the other was a tall, hunchbacked vulture. Both of them dressed in elegant robes, although the vulture bore a little more fine jewelry than the pigeon.

"Look, Horace. Flying Cats. How quaint." The vulture said. Leanne frowned at his condescending tone. "But I forget my manners. We so rarely get visitors up here." He bowed slightly to them in greeting, "I am Vultare. Prefect of Avista City."

Everyone put their weapons down as they saw they weren't going to be attacked. "I am Lion-O, Lord of the ThunderCats." He said.

"It is our pleasure to welcome you to our home." Vultare said. "Any Cats who make it up here, despite their… limitations, are to be our guests at dinner."

"We'd be honored." Lion-O said, bowing to Vultare in gratitude.

"Did he say 'limitations'?" Tygra whispered to Cheetara. Leanne, who had been standing next to her, put her hand on his shoulder.

"Let it go, Tygra." She whispered back, "We don't want to cause any trouble." Tygra scowled but stayed quiet as they followed Vultare and Horace further into the city. As they walked through many halls, Kit and Kat had eyes as big as dinner plates as they looked out all the windows that looked down at the fluffy clouds below them. Snarf was just as dazzled as the twins, following them everywhere and looking at everything. There was a small hum throughout the city as they walked, which Leanne assumed was the hum of some machine as it kept the huge amount of metal afloat. Many different crafts traveled through the city, getting different birds from one place to another with great ease. Vultare led them to a large room decorated in many tapestries as it looked down upon the rest of Avista. In the center of the room was a long table where no one was seated, but there were many covered dishes waiting to be unveiled.

"This is truly a city of wonder, Vultare." Lion-O said as they walked further in.

Vultare nodded, "As you can see, in Avista, technology provides for our every need. Now, enjoy a sampling of our finest cuisine." Everyone sat at the table, as well as a few other robed birds.

"Now you kids mind your manners." Panthro whispered to the kittens, "Eat whatever's put on your plate."

A couple of servants lifted up the dish coverings to show everything they had to offer them as Vultare listed off each one, "Millet seed casserole. Larvae and bark crawler. Beetles on the half-shell. And the main course, rodentia tar-tar." Everyone looked at the food and tried to hide their grimaces. All of it was either a meal made of live bugs, live fish, or something that was boiled and used to be a bug. Leanne would have eaten the fish if it didn't look so… _alive_.

"Good thing we packed our own lunch." WilyKit whispered to her brother.

"Rankinbass!" They whispered into the magic bag, and a light flashed from it before Kat reached in and pulled out two candy fruits for him and his sister. They began chowing down on it right away, while Panthro was wondering how the heck he was supposed to eat the giant, cooked caterpillar in front of him. He saw the twins eating candy fruit and leaned down.

"You got anything else in there?" He whispered to them.

"Eat whatever's put on your plate." WilyKat said with a smug grin before he went back to eating the candy fruit. Panthro grumbled to himself as he took a bite out of the caterpillar, grimacing once he did.

"Wow. Everything looks so…" Leanne wasn't sure if there was a polite word for 'disgusting,' but she wasn't sure if there was a way to say anything about it without being rude. "Fresh."

"Enough with the formalities." Pumyra snapped from her seat, looking pointedly at Lion-O. "We came here for a reason."

"A Cat dispensing with manners. Shocking." Vultare said with a sarcastic bite. "Please illuminate me to what you seek in our rarefied air. Wisdom? Culture? Elegance?" With each of his suggestions, Tygra's scowl became a little deeper, and he glared at Vultare.

"We know you possess a Power Stone. We need it." Lion-O said simply. The table was quiet for a moment, before all the birds broke out in cawing laughter.

"Is that all?" Vultare asked, still laughing a little.

"An evil has fallen over Third Earth: Mumm-Ra, the ever-living." Lion-O said.

"That is hardly our concern up here." Vultare said, "We're quite literally above it all." Leanne frowned. Didn't Vultare have any sense of compassion?

Lion-O stood up, "We already have the War and Spirit Stones, but only the four stones united will save Third Earth from Mumm-Ra." Vultare stood up, walking over to the huge window, looking down at the city.

"For centuries, we've looked down and watched the Cats rule through your War Stone." Vultare said, placing his clawed hands behind his back, "Seen you pit nations against each other, so that they may never rise against you. And now, you tell me giving you _our_ stone is the key to peace?" He turned around, "I think we'll hold onto it. Thank you very much."

Leanne stood up from her seat. "And if Mumm-Ra attacks you?!"

"While I'm sure he poses a grave threat to the Cats," Vultare began, "Remember we are superior to you in every way. And that is why the Birds will always own the skies."

Tygra smashed his fist onto the table, "_That's it!_" He growled as he stood up, "I've had enough of your condescending attitude! I'll bet you that stone that I can fly one of those things better than any of you!" He pointed to the window where the crafts flew back and forth. Again, the birds let out cawing laughter. Cheetara quickly stood up and put her hand on Tygra's shoulder.

"What the heck are you doing?!" Leanne hissed at him, "Sit back down!"

"He's only been a pilot for a few hours, and it's kind of gone to his head." Cheetara said, trying to deter Vultare from Tygra's challenge.

"Indeed. Why would we bother?" Vultare asked.

"Because, if I lose," Tygra reached for his brother's belt and took off the gauntlet and sword, "You get both of our stones."

"What?! No!" Lion-O quickly turned around, trying to get his brother to give him back his things, "He doesn't speak for us!"

"Alas, on Avista, a challenge may not be withdrawn. Only refused." Vultare said, "We accept. In fact, as Prefect, I feel obligated to take on the challenge _myself_!" He spread his wings wide in his excitement.

* * *

><p>They all went outside, where Vultare had Horace place the ship that Tygra was going to use. Small machines had also been set up around the area, simply hovering as they waited to be activated.<p>

"For your sake, we'll keep the rules simple." Vultare said, he snapped his fingers and one of the machines went up, creating a holographic blue ring, "The one who finishes with the most rings wins." The other machines all went off, creating more holographic rings, "You _can_ count, I assume."

"Shut your beak and fly." Tygra growled at him.

"Indeed. Then let the challenge commence." Vultare said. One of the platforms moved, bringing a large, red, streamlined ship with wings that looked an awful lot like feathers to where they were.

"That looks fast." WilyKat said, pointing to it.

"I assume you are a Cat of your word." Vultare said, looking to Lion-O, "When your brother loses, I expect the other stones." He looked pointedly at Leanne, "_All_ of them." Leanne's hand instantly went to the Jewel of Omens around her neck, grasping it tightly.

"He won't lose." Lion-O said surely as Tygra hopped into the Bird's aircraft. Lion-O went over to him, "You better not lose."

"Don't worry. He won't." Cheetara said, leaning down to give Tygra a kiss on the cheek. He smiled at her and the two of them moved back as Tygra and Vultare started the ships' engines. One machine hovered in front of them as they got ready, the tops of each one closing up tightly. Once that was done, the machine had two red lights glow, then two yellow lights, and once the blue light showed, they took off. Vultare easily gained the lead, while Tygra seemed to have a little trouble flying the Birds' ship. Vultare claimed the first few rings with ease, the ones he had gone through changing from blue to red. After a few moments, Tygra's ship managed to pick up some speed, and he took off, flying through the holographic rings, changing them from blue to green. He was quick, and he soon matched Vultare's pace, with a few impressive loops and moves thrown in, too. Soon, there weren't too many rings left, and Kit and Kat took to counting how many were already taken as the two airships zoomed overhead.

"They're tied!" Kit announced with a wide smile as they both headed for the last five rings. Vultare claimed two, as did Tygra.

"And one ring left!" Kat said excitedly. They watched as Vultare tried to out maneuver Tygra, but it didn't do any good. He had easily adapted to the technology in the airship he had been given. Vultare pulled back a little, and Leanne's eyes widened when she saw something shoot out of Vultare's ship that exploded in front of Tygra's. His ship started to go down and Vultare was headed straight for the last ring. Before he could go through it, Tygra's ship took a sharp turn up, hitting the bottom of Vultare's ship as he knocked it out of the way and flew through the final ring. All the Cats and Leanne cheered at his victory.

"He did it!" Pumyra said.

"Of course he did." Cheetara said, never having doubted him for a moment.

Tygra came back to the platform, landing the ship easily, and everyone gathered around him. Leanne offered him a high-five, and he took it with a grin.

"Nice flying, bro!" Lion-O complimented.

Vultare's ship came closer, hovering over them. The spot where Tygra had hit had exposed part of the ship and small sparks came out. "A barbaric violation!" Vultare snapped, "And you dented my ship!"

"You set the rules." Tygra said, "The one who finishes with the most rings wins."

"And what about you did?" Leanne snapped at him, "I'm pretty sure _firing on your opponent_ in a race is a pretty big violation!"

"We'll be taking the stone now." Lion-O said, holding out his hands.

Vultare let out a squawking laugh, "You'll be lucky to leave with your lives!" He said, "This agreement is void! You forfeit your wager."

"You made a deal." Pumyra growled at him. Vultare ignored her as he stood up in his ship, his wings spreading wide.

"Escort our 'guests' to their quarters. Under heavy guard." He ordered. The group soon found themselves surrounded by guards, all of them bearing their weapons in preparation for a fight. Vultare looked to Horace, "I want them gone at daybreak." The pigeon nodded once.

* * *

><p>Lucas looked out over the crowds of lizards as they prepared the airships that he and the generals were going to take, as well as some smaller ships for the soldiers. He sighed and rubbed his eyes tiredly. He still wasn't getting any sleep, and what little he did get was full of nightmares. The stress was really starting to take a toll on his mind. He couldn't take much more of this.<p>

"…General?" A timid voice rasped from his side and Lucas focused his gaze on a young-looking lizard soldier.

"Yes, what is it?" He snapped.

The solider held out a few blueprints, "Before we take off, you need to see if the ships meet the requirements that Lord Mumm-Ra set down." Lucas took the plans, glancing over them, and then looking back up at where the ships were resting.

"Seem fine to me." He said, he looked down at the plans again, and sighed. He leaned forward, resting his arms on the railing of the balcony before him and rubbed his eyes again, "What's your name?" When he didn't receive an immediate response, he looked up at the soldier, who was fidgeting nervously, "I asked you a question."

"Sinzer, sir." He answered.

"Sinzer, what do you think about this war?" Lucas asked, keeping his gaze on the ships below as the other soldiers and mechanics worked on them.

"I… What do _I_ think?" He asked him, Lucas nodded and waited for him to continue, "Well… No one's ever asked me this before…"

"You must have _some_ thoughts on it." Lucas said exasperatedly.

"Well… to be honest, sir… I haven't really thought about it much." The lizard shrugged, "I just… follow the orders I am given."

"So… Do you want to be here?" Lucas asked.

"Yes." Sinzer answered without hesitation, "It is an honor to fight with my brethren."

Lucas let out a thoughtful hum. He was silent for a moment before he waved him away, giving him the blueprints, "Thank you, Sinzer. You're dismissed." He bowed once to Lucas before heading back down to the other soldiers below, telling them that the ships had been approved. He huffed out a breath and stood up straight. Sinzer couldn't have been more than fifteen or sixteen years old, just a couple years younger than himself. He hadn't even _thought_ about the battle he was fighting? All because it was _honorable_? The logic was lost on him. Lucas understood now why Mumm-Ra hadn't killed him or lowered his rank. He was just the kind of soldier he was looking for. One that would blindly follow orders without question.

He stiffened when he heard an all-too-familiar snorting laughter. He turned his head to see Kanar walking up the stairs with Atticus to where he was, their weapons now sharpened and ready for battle. He tried to keep his attention on the ships below as they came up.

"And how is our newest recruit?" Kanar asked with a grin as he looked down at Lucas.

"I'm doing well." Lucas said shortly, "The ships are ready for flying."

Kanar laughed again, "How fun! We'll be at the city of the birds before the sun goes down!"

"And we'll make _it_ go down, too!" Atticus said, "I can't wait to get my hands on that bird meat!" He laughed and flexed his fingers in his excitement. Lucas didn't look at them, his hands gripped to the railing before him. Kanar looked down at his hands and noticed something with a grin.

"Your hands are shaking." He said. Lucas looked down at his hands to see they were doing so, and his grip on the railing tightened.

"I'm cold." He said lamely.

"Perhaps he's afraid of the little feather brains." Atticus said.

"No, I… I'm fine." Lucas said quickly, he pushed himself up, "I'm going to notify Lord Mumm-Ra about the ships." He briskly left the pair on the balcony as he went to do as he had said he would. The flight to the city of the birds wouldn't take very long, soon the battle would begin.

* * *

><p>The group had been escorted to a fairly nice room, with plenty of things to keep them comfortable and reminded Leanne of a nice hotel room. Tygra sat down on the large, yellow couch with a huff.<p>

"Can't _believe_ that flying rodent." He grumbled, crossing his arms in front of his chest.

Cheetara came to sit by him, "At least we didn't lose the two stones we have." She said, "That's something, isn't it?" No one answered her. Leanne only shrugged in response.

Lion-O looked down at the Book of Omens, his gaze seeing the book's compass pointing to where the stone was straight ahead of them.

"We're so close…" He muttered.

"I say if they won't give it to us, then we take it!" Pumyra snarled, fed up of staying in the room.

"Isn't that, I don't know—kinda stealing?" WilyKit said.

"And 'kinda stealing' is still stealing." WilyKat put in, "We have some experience with the whole 'kinda' thing."

"Well, the plan is 'kinda' unlikely." Leanne said, "The hall is filled with armed guards."

Pumyra stood up, "Who says we have to use the hall?" She asked. She opened her bow and fired a stone at the window, shattering open an entrance large enough for all of them to use. Everyone stood up.

"_I_ say we use the hall!" Panthro said quickly, "I'm not going out there!"

"Who needs the Birds' permission when the book will take us right to the stone?" Pumyra said, gesturing to the book.

"I don't think this is the best idea." Leanne said, "We're already in enough trouble with the birds. They may be arrogant jerks, but we still need to get on their good side." She looked at Lion-O, "Isn't our goal to unite the peoples of Third Earth to defeat Mumm-Ra? We need all the help we can get!"

Lion-O looked down, thinking for a moment. Pumyra came up to his side, leaning into him and smiling as she asked, "Orders, My King?"

Lion-O looked around the room, seeing that everyone else was ready to follow through with Pumyra's plan except for Leanne and Panthro. He raised his fist up a little bit, keeping the Book of Omens tucked under his arm and began, "ThunderCats…"

"Oh, no. Don't you say it." Panthro said, "Do _not_ say what I think you're gonna say _Lion-O!_"

"Ho." Lion-O finished, pumping his fist. Panthro groaned and Leanne sighed.

"Fine. You _are_ the king." She said. Everyone filed out towards the hole that Pumyra had made. They moved out onto the ledge that was just beneath and they began pulling themselves up to the roof of the room. Panthro, who was the last one to leave, looked down at the clouds below them with a fearful grimace.

"Couldn't we just fight the blasted guards instead?" He muttered to himself as Leanne climbed up to the roof where the others were waiting for Lion-O to give them orders.

"Kit, Kat, get to the Feliner with Snarf." Lion-O said, "We'll be along soon." The twins nodded and went over to the side of the nearest building, Snarf climbing up and holding onto Kit's back as the two of them easily scaled up the side of the wall and ran along a railing that would take them closer to the airship. When they were out of sight, Lion-O turned to the others, pointing ahead of him, "Book says that way."

"Then let's _go!_" Pumyra said, "We're wasting—" She stopped when she heard a bang and they all looked to see Panthro was having trouble climbing up onto the roof. He looked over his shoulder at the clouds beneath.

"I don't feel so good…" He muttered, before his eyes rolled back in his head and he fell back.

"_Panthro!_" Lion-O shouted. Panthro started tumbling down the side of the walls of the building. Lion-O and Leanne jumped down, running after him. As Panthro kept moving further downwards, his mechanical arms kept extending. As the walls became steeper and steeper, Leanne jumped up and let gravity take her closer to Panthro's level as he fell off of the structure. Using her abilities, she propelled herself forward as Lion-O used the claws on his gauntlet to shoot out and wrap around Panthro's ankle while Leanne reached down and grabbed his hand. She tried to steady him as the ropes from Lion-O's gauntlet made him swing back and forth.

"Don't worry, we got you." Leanne said. Once he saw that he was safe, Panthro let out a heavy sigh of relief. As she and Lion-O began to pull the big Cat back up, Leanne couldn't help the smile on her face, "I didn't think I'd ever see the day where you would _faint_."

"Be quiet." Panthro growled. As much as Leanne wanted to continue to tease him, she didn't want to damage his pride more than it had been already, so she was quiet until she and Lion-O got him back up with the others. Once he was back on his feet, they left the roof, heading towards another opening in another part of the building, closer to where the Stone was. They looked through the window, and when they saw the hallway was mostly empty, Pumyra used her bow to smash open another window and they went in, making sure to be as quick and as quiet as possible. Surprisingly, no guards spotted them as they made their way through to where the Stone was, Lion-O making sure they stayed on the path the Book was pointing out to them. Soon, they came to the end of the hall they had been walking through. They stood in front of a pair of thick metal doors.

"The Book says the Stone is right ahead." Lion-O said. Panthro went over to the side, looking at a small contraption that was connected to the door while Tygra tried to pull the metal doors apart.

"I can't get the door open." He growled as he stepped back from it.

Panthro pressed his metal fingers against the small pad on the contraption, watching as it lit up to a red color, and then pressing another part that lit up green. "State of the art security system. Without passcodes, we don't pass."

"Considering how hyped up these guys are on technology, we should have seen this coming." Leanne said.

"We're going to let a _door_ stop us?" Pumyra growled. No one said anything in response. With an angry scowl, she turned away and ran down the hall.

"Where's she going?" Lion-O asked.

"Who knows?" Tygra said with a shrug, "But I'll bet she brings back trouble."

"I'd put money on that." Leanne said in agreement.

Cheetara turned to Panthro, "I don't suppose you could find a way to hack the passcodes?" She asked him.

Panthro sighed, "I could try, but this door has thousands of combinations. It could take me _weeks_, and we probably don't even have an hour."

Leanne looked over at Lion-O, "It's not too late to try and make amends with Vultare." She said softly. Lion-O looked back at her and sighed.

"I think the second Vultare finds out that we've escaped our room, he's going to have us thrown off this place." He said, "It's safer where we are now."

Leanne frowned, "Why is it that, when the two of us made suggestions, you were so quick to jump on _hers_?" Lion-O scowled and turned to her.

"You really want to do this _now_?" He asked. Leanne sighed.

"No, I just…" She reached up and put her hand to her forehead, pinching the skin between her eyebrows, "I just keep thinking that this isn't what we're supposed to do."

"No one ever feels right about stealing something from others." Lion-O said, "But we're going to have to do this. Vultare obviously won't cooperate with species he finds 'inferior'." She couldn't argue with that, so she was silent as she waited for Panthro to try and hack open the door.

* * *

><p>As Kit and Kat neared the Feliner, they saw it was guarded by a pair of birds. They quickly hid so they wouldn't see them and watched as one of them received a message through an earpiece that was attached to his helmet. He turned to the other guard, saying, "The Cats have escaped their quarters! Double our patrols, they're around here somewhere!"<p>

The twins looked at each other uneasily, "What are we going to do?" Kat whispered.

"We can't fight the whole city." Kit whispered back, "We've gotta get help. A lot of it!" There was a scurrying sound beside her feet, and she looked to see Snarf was running towards the guards. "Snarf!" She called, but he didn't listen and kept running, "What is he doing?"

"Creating a distraction." Kat said with a grin.

Snarf ran up behind the guards and let out a loud mewl to get their attention. "There's one of them now!" One of the guards shouted. He reached down to try and grab him, but Snarf was quicker and started biting his arm, ripping off his feathers until there was nothing but skin. The guard pulled away and glared at the little creature as he ran off, feathers still in his mouth. The two guards let out bird-like calls as they chased after him, shouting, "Don't let it get away!" Once they were out of sight, the twins ran for the Feliner, quickly getting on board.

"Now how do we get out of here?" Kat asked once they were inside. "We can't fly the Feliner."

"Since when have _we_ needed a ship to fly?" Kit asked as she pulled up her hover board. Kat grinned and took his. The pair flew down from the city of Avista to the earth below, intent on getting some help.

* * *

><p>Panthro frowned as his newest combination failed… Or, maybe it wasn't finished? It was hard to tell. There wasn't a sign that said "access denied" or something similar to it when he got it wrong. From what he could tell, the combination was very complex, sometimes needing two buttons pushed at the same time, or three, or more. He wouldn't be surprised if it took two birds to open this thing. Their Power Stone is obviously very important to them, so the highest security measures were taken. As he kept trying to hack the passcode, he said, "Maybe we should get off this city before they throw us off."<p>

A few grunts were heard and everyone looked to see Pumyra dragging Vultare in by the neck. Lion-O's eyes widened, "Pumyra, what are you doing?!"

With effort, Pumyra pushed Vultare down to his knees, "We need passcodes? Well, _this_ is our passcode." She said.

Vultare glared at her, "You're all a bunch of savages!" He spat out.

Pumyra lifted up her hand, her claws extending, "Now, you being so refined and all, you do know how to open a door for a lady?" She asked.

Still glaring at her, Vultare growled, "It would be my pleasure." She pushed him towards the security pad, and he began putting in the passcode. The doors slid open easily and the group walked into the room, full of all kinds of technological circuitry all along the walls and floors. In the center of the room, hovering in a vortex of light was the stone they had been searching for.

"Incredible…" Cheetara breathed in awe when she saw it.

"You call us snobs, yet the Cats have always looked down on others. Taking whatever they wished." Vultare said.

"That's how Cats _were_." Lion-O said, "But I've been working to change that."

"By stealing our stone?!" Vultare snapped.

"We're borrowing it." Cheetara said. "Once the stones are united, we'll be able to take down Mumm-Ra."

"Did your feral minds ever stop to ask why the stones were scattered in the first place?" Vultare asked.

"Um… We just figured they were, you know… lost." Tygra said with a shrug.

"Not lost. Separated." Vultare said, stepping closer to the stone, "By our ancestors. Many years ago, after Mumm-Ra's ship crashed, his animal servants were free to inhabit Third Earth. The question remained: What to do with the four stones of power? They were deemed too powerful for any one species to possess, so it was decided each would be given to an animal race that could protect it. Meaning the strong would get stronger, and the weak… well, we know what became of them. The Cats, of course, chose to keep the War Stone."

"And the Birds took the Tech Stone." Lion-O said.

"While the other animals feared and shunned Mumm-Ra's technology, we Avistans embraced the Tech Stone's power." Vultare said, "And built all that you see here."

"Let's unhook this thing and get out of here." Lion-O said.

"I'm afraid you can't take the stone." Vultare said.

"You don't get it." Pumyra growled, "We're not _asking_ anymore."

"And again, you fail to grasp simple concepts!" Vultare snapped, "The Tech Stone generates anti-gravity emissions that keep the entire city afloat."

"So… if we take the stone…" Leanne began, her eyes widening at this new realization.

"It will only be moments before this whole place crashes to the ground like a rock." Vultare said. Everyone except for Pumyra, whose eyes were set on the Tech Stone, exchanged nervous glances. Taking the stone from where it was resting would practically mean sentencing everyone in Avista to death. They couldn't do something like that to these people, no matter how arrogant and egotistical they may be. It wasn't right.

Pumyra stepped forward towards the stone. Lion-O quickly reached out and grabbed her hand, "We can't."

"But we _have_ to." Pumyra said. She turned towards him, putting her hand on top of his as she softly added, "For our people."

"Mumm-Ra sacrificed a whole galaxy to get what he wanted." Lion-O said, "I won't do the same."

Pumyra scowled angrily and pushed Lion-O back, snarling, "If you won't make the tough choices, I will!" She turned and ran for the stone.

"Pumyra, no!" Lion-O shouted as she shoved Vultare out of the way. Just as she reached for the stone, a gun shot out a bolt of lightning at her and she let out a cry as she fell to the floor, unconscious. An alarm blared loudly through the room.

"Oops." Vultare said with a seemingly innocent shrug, "Did I forget to disarm the electric shield?"

It was only moments later that the room became filled with armed guards who quickly surrounded them. Horace fell in just behind them, his hands folded neatly in front of him as he looked at the group.

"Now Horace," Vultare began, "Take this _trash_ and throw them off this city." The pigeon nodded as he gave the signal for the guards to move them out of the room, and they all did so, not wanting to be zapped by their weapons. A pair of guards grabbed the unconscious Pumyra by the arms and dragged her along, leading the group to whatever fate Vultare had planned for them.

* * *

><p><strong>A big THANK YOU to loltroll22 who helped with this chapter!<strong>


	32. What Lies Above: Part 2

32

Leanne let out a small shriek as she was pushed over the ledge and into the pile of garbage with the others. She glared up at Vultare when she landed on her behind. Panthro helped her to stand up.

"Well, this stinks." Tygra said, scowling at the garbage around them.

"Literally." Leanne agreed, holding her nose as she smelled some of the garbage.

"That distinct aroma is coming from the refuse drop." Vultare said, "This is where we dispose of our trash."

"Let us go! Now!" Panthro snarled up at him.

"Normally, we return guests to the ground by airship." Vultare said, "But when they engage in kidnapping, and acts of sabotage against our fair city, we use this." He made a signal to Horace, who stood by a lever. He pulled it downwards, and the garbage they stood on began to sink downwards as the bottom of the floor opened up, revealing the huge distance between them and the ground. Some of it had already fallen out and started plummeting towards the Earth. Everyone else began to climb up the moving garbage, not wanting to share the same fate as the waste. Leanne thought about trying to fly up and grab the others, but she quickly dismissed the though, realizing she didn't have the strength to pull them all up, and even if she could, Leanne might have ejected their shrinking island of trash out even faster, not to mention her friends as well.

"You can't do this to us!" Cheetara shouted at Vultare.

"Yeah! We'd much rather be shot!" Panthro said, desperately scrambling away from the deadly drop. His fear of heights forced him keep eye contact with anything but the gaping hole.

not to look down. A piercing alarm rang throughout the room, and red lights blanketed the room. At first, Leanne thought it was just part of some warning that meant 'Garbage is being disposed of, don't fall in,' but when she saw Vultare's panic stricken face, she was sure that wasn't what it meant.

A raven looking guard flew over to Vultare, obviously exhausted from his urgent flight, "Sir, we're detecting a fleet of ships." He reported.

"Order every pilot to the sky cutters." Vultare commanded, "Whoever they are, they've no chance against the technology of Avista."

"Vultare! You know who this is!" Lion-O shouted up at him, struggling with his grip on the ledge, "It's Mumm-Ra, and he's coming for your Power Stone!"

"And if you want to have a chance against him, you're going to need a few _feral barbarians_ on your side!" Pumyra shouted.

Vultare looked down at the group as they climbed, and he shrugged, "I've always said the enemy of my enemy is my friend." He made another signal to Horace, and he pulled the lever back up, closing the drop, and everyone in the hole let out a sigh of relief. Once they were calm, Leanne got up, glaring at Pumyra and stormed over to her.

"What the _hell_ is wrong with you?!" She snapped at her, "You could've gotten us all killed! You need to _think_ before you act, dammit—!"

"Leanne!" Lion-O cut her off, and she looked back at him, "That's enough." Leanne scowled but did as he asked and stepped back as she approached him, looking much more humble than she had been a while ago.

"I wanted to tell you…" Any explanation Pumyra had trailed off as she looked at Lion-O's disapproving glare, "I'm sorry. My actions in the Stone Chamber were… rash."

"You almost got us killed, Pumyra." Lion-O said, "I need to know, do I have your loyalty?"

Pumyra stood up straight, "I serve my king and master." Lion-O nodded, this being enough for him, and Vultare had a ladder lowered down to help them get out. Pumyra and Leanne brought up the end of the line as they headed up.

"Just because you said you're gonna play nice doesn't mean I'm going to believe you." Leanne whispered to her as they moved toward the ladder. Pumyra glared at her.

"Why won't you trust me?" She asked her.

"Because you've been lying to us since day one." Leanne replied, "I don't know why you're lying, but I know you are. Until you start telling the truth, I won't trust you." Pumyra scowled and bumped her shoulder as she walked faster, heading to the ladder first. Leanne glared up at her as she climbed up. Leanne beat her to the top by flying up there, giving her a rueful glare on the way up. Pumyra glared at her but the two girls said nothing to each other as they headed to the outside of the city to help them prepare for battle. As they walked, they exchanged the kind of looks that women use when weapons aren't an option.

* * *

><p>Kit and Kat had flown down to the Fishman Oasis, meeting some of the former pirates that used to sail on the sand sea. They had given them all the information they could about Avista, and what was going on with Lion-O and the others as they fought against the Birds.<p>

"We've been going to everyone Lion-O's helped on Third Earth." Kit explained.

"Because this time, he's the one that could use some help." Kat continued, "Can we count on you?"

The Fish Man they were speaking to stared blankly at them, blinking twice in silence. The other two Fish Men by his side waiting for his answer, as he was their leader since Koinelius had been swallowed by the Ramlak. The two kittens glanced at each other at his silence.

"…So is that a yes or a no?" Kit asked him.

* * *

><p>Lucas sat in the cockpit of one of the crafts as it was being flown by a soldier. He had no experience in flying, so he was just the commanding officer as the craft moved closer to the city of the birds. His heart pounded in his chest, and he could feel his palms becoming clammy in his nervousness. The only sound that could be heard on the craft was the sound of the engine as they flew. The craft he was on was one of the larger ones that was fully equipped with all kinds of weapons, ready to fire on any Birds that flew by. He hated the silence that was between him and the crew on board. The silence made him think, and when he thought he normally ended up having flashes of images from nightmares he had had before. He was so sick of the nightmares! He was tired of being a part of this team! Elizabeth was important to him, and he needed that Redoric girl's power, but he wasn't sure how much more of this he could take.<p>

"General Lucas." He looked up when one of the soldiers spoke to him, seeing that it was Sinzer, "We are approaching the city. What are your orders?"

"All soldiers to their battle stations." Lucas ordered, "Prepare for a fight." Sinzer saluted him and ran off, shouting out the orders Lucas had given. Lucas stood up straight as he looked ahead, seeing the structure of the city of the birds before him. His hands gripped at the railing. Now was not the time for a personal problem. If he didn't fight in this battle, he could die, and then none of it would matter. He had to fight _now_.

* * *

><p>The group stood on the landing pad that held onto the Feliner, looking out onto the horizon. They saw different battling crafts flying up and towards the city. They were out of range of any weapons, but they were getting close.<p>

"How does Mumm-Ra keep finding us?!" Tygra snapped, getting tired of having the old demon chasing after them.

"No doubt you led him right to us!" Vultare snapped in reply, not happy about the prospect of war on his city.

"That's impossible!" Cheetara said, certain that Mumm-Ra couldn't be tracking them through any way.

"What matters now is keeping the Stone away from him." Pumyra said, changing the subject to the more urgent matter on hand.

"We'll defend the perimeter." Lion-O said to Vultare.

"And we'll defend the skies." Vultare said. He went over to where his ship was coming up onto the landing pad, and let out a surprised squawk when he saw Tygra sitting in the pilot's seat. He gave Vultare a cheeky grin as he marched over, "What are you doing in my ship?!"

"Since this one's dented, Prefect, I'll take it." Tygra said. He shut the entrance to the ship and took off into the air, at a much greater speed than the other ship he had been flying before. Vultare glared at him and the trail of exhaust he left behind.

"Cats…" He muttered, and went over to where one of the sky cutters was waiting for him. Panthro, Cheetara, and Pumyra were directed to some blasters that were placed in different parts of the city, ready to fire. Lion-O and Leanne stood on their own, able to make long range attacks from where they stood.

"Keep them off this city!" Lion-O ordered, his voice reaching everyone who listened. He pulled out his sword, "ThunderCats!_ Ho_!" A magnificent red beam shot out from the Sword of Omens, taking out a good portion of the enemies' ships. Unaware of it, Leanne's eyes flashed a hot white and she let a battle cry as she moved her hands towards the ships, tornadoes of fire shooting from her palms. Between her and Lion-O alone, they took out the first line of the enemy's defense.

Panthro, Cheetara, and Pumyra fired blast after blast at the incoming ships that the two of them happened to miss. Any ship that so much as brushed by the blasts of energy exploded, their engines frying as they crashed into another part of Avista. Some weren't so lucky, and their ships started to plummet down to the ground below. Poor Snarf, unable to man any weapons and terribly frightened from all the huge booming noises around him, ran around on one of the landing pads, crying out in fear.

Vultare flew to the front of his attack force, which formed in a V-like formation, similar to ones that birds used in a natural environment back in Leanne's home. "Vulture One to squadron," He said through the communications device in his ship, "Let's teach these savages the art of combat, shall we? Osprey wing, attack pattern 17." The ships flew up, still in the V-like formation and prepared to attack on the oncoming ships. The smaller ships, that were in no pattern whatsoever, zoomed towards them, opening fire and easily taking out one ship after another.

"Too many…!" One of the pilots said, his ship lurched when one of the lizard's shots hit the back of his ship, "I'm hit!" A moment later, his ship exploded, as did five others.

"Vultare! Break up your formations!" Tygra shouted over the communicator, "You're just making it easy for them!"

"I don't understand!" Vultare cried, "The simulations…!"

"This is war, not a game!" Tygra snapped, "All wings, follow my lead! Break formation and improvise!"

"Right with you, Tiger One." One of the other Birds said. Some of the ships followed Tygra's up, then split away, going to fight the other ships on their own.

"I am your leader!" Vultare snapped, in disbelief that his soldiers would follow a Cat instead of him.

On the city, Pumyra was firing away at the oncoming ships, taking out one after another. One that was very tricky managed to maneuver out of her grasp, even though it was one of the larger air crafts. This one happened to be piloted by Lucas, who saw that it was one of the Cats manning the blaster.

"Open fire!" He ordered, and the soldiers obeyed, hitting the blaster with ease. Pumyra quickly made to get off of the blaster once it was hit, but before she had a chance to even get out of the seat, it exploded and threw her to the other side of the landing pad.

As Tygra flew through the skies, he soon saw the silhouette of a much, much larger air craft than the ones he had been fighting and recognized it right away as the vehicle Mumm-Ra had used before at Mt. Plun-Darr. Apparently, it was now capable of flight. "Mumm-Ra…" He growled when he saw it.

"Castrol wing, attack pattern 23." Vultare ordered, sending more of his soldiers towards Mumm-Ra's ship, opening fire on it.

"Vultare, retreat!" Tygra shouted, "You don't know what you're up against!"

Before Vultare had a chance to reply, a purple orb of energy surrounded Mumm-Ra's ship, then suddenly grew larger and larger, taking in the hundred airships within its range, and it blew apart, a shockwave ringing through the air. Vultare's eyes widened at the sight of it.

"Such power…" He said in awe.

"Citizens of Avista," A raspy voice echoed through the communicators in the airships, and a communications system in the city, "I offer you one chance to surrender and join me. With our combined might, we could rule Third Earth together. Resist, and you shall perish. What is your choice?"

"Let's give him our answer!" Tygra said, flying towards Mumm-Ra's ship, "I've got one missile left, and it's going _straight_ down his throat!" He stayed out of range in case Mumm-Ra decided to use that strange blast again, and used the system to take aim at his ship, "I have a lock!"

"What a coincidence. So do I." Vultare said. Tygra looked back and saw Vultare's ship was just behind him, and was able to see him fire a missile on his ship. The aircraft lurched painfully, and the engines began to sputter and burn as Tygra tried to maneuver the craft towards Avista, hoping to make some kind of landing there. Vultare flew up beside the craft that carried Atticus and a few other soldiers and gave him a grin. "The enemy of my enemy is my friend, yes?" Atticus returned the grin before the pair of them went to work.

On the city, the blasters Cheetara and Panthro had been using were destroyed by the incoming ships, the larger crafts coming in to land on the city. As the fight began to get increasingly intense, Snarf ran away from the battle and tried to hide in a small pipe that seemed big enough for him to fit. He jumped in, but soon found that not all of him would go in, so he tried to get out to find another hiding spot, but he couldn't get out either. He let out distressed cries as he tried to push himself out of the pipe while the battle raged on.

The larger crafts landed on the city, the lizard soldiers and the generals that were aboard them coming off, attacking any enemy Birds that came towards them. Lion-O and Leanne were quick to react, going over to the landing pads. The first of the generals to land on the city was Lucas, and his men were quick to scatter. Leanne came upon them first and blasted the soldiers back with a gust of wind that either knocked their weapons out of their hands, or knocked them to another part of the city where they couldn't hurt anyone, or just off of the city itself. When she saw Lucas, she froze. He looked so sickly, his face had become a little sunken, and there were dark circles under his ghostly green eyes. He seemed thinner, and looked exhausted.

When he saw her, he was quick to act, his palms lighting with a sickly ghostly green light that shot towards her. Leanne jumped back from them, holding out her palms as fire seeped out. The flames were bright and strong, and Lucas stepped back, the light disappearing as he tried to block the heat from his face. But, because they were at such a high altitude the flames died much faster due to the lack of oxygen for them to burn. Leanne had to put in some extra effort in keeping up her fiery shield as Lucas kept stepping back. Eventually, he let out an angry shout and shot his hands forward, the flames suddenly going out and pushing Leanne back to another part of the city. Lucas started marching towards her, but was stopped when three Bird guards came over to him, their electric spears ready. Lucas easily subdued them by pushing them all back and their weapons out of their hands, but when he looked up to finish what he had started with Leanne, she was gone.

Cheetara moved quickly through the troops, knocking them out with her staff, and using her speed to run through the crafts that had landed, destroying them. Panthro and Tygra were doing the same, Panthro knocking the heads of the soldiers together while Tygra used his whip to get them down.

"Hold the lines! Keep them off the decks!" Lion-O shouted.

While the group was enough to keep off some of the ones that had landed, even more were coming and invading the city, armed to the teeth. They were crowding the decks all over Avista, and there were too many for them to keep off very easily. Pumyra moved back towards where Lion-O and Leanne were fighting against the enemy soldiers.

"We need to fall back and secure the Stone Chamber!" Pumyra shouted over the battle.

"She's right!" Panthro said in agreement before Leanne had a chance to protest her words, "We'll hold them off as long as we can! Go!" Lion-O looked over at Pumyra, silently nodding and the two of them headed towards the chamber. Leanne made to follow after them, running by Lion-O's side.

"What are you doing here? Go back and help the others!" Lion-O said.

"I'm coming with you!" Leanne said, she glared at Pumyra, and she returned the gesture. "It's not exactly like there's time for us to argue about it!" Lion-O let out a small growl, but nodded.

"Fine." He said, and they ran further into the city, where the Stone Chamber still remained open after Vultare put in the access codes. The Tech Stone still hung in its place, slowly rotating around and around as they approached it.

"We're out of time, you need to take the stone now!" Pumyra said once they got close enough to it.

"We've been over this already!" Leanne said, "If we take the stone, the entire city will fall!"

"It's already fallen! At least we'll take Mumm-Ra with it!" Pumyra said quickly.

"I won't doom thousands!" Lion-O said.

A huge purple bolt shot out from behind them and hit Pumyra, knocking her back and down onto the ground with its force, leaving her unconscious.

Leanne and Lion-O turned to see a familiar hunched figure dressed in bandages and red cloak.

"I, on the other hand, have no such concerns!" Mumm-Ra rasped out, letting out laughter as Leanne readied herself in a fighting stance. Lion-O didn't take his eyes off of him as he ran over to Pumyra, making sure she was okay.

He looked up at Mumm-Ra and glared, "If you've hurt her…!" He let the threat hang in the air.

"Your concern is misplaced." Mumm-Ra said as he stepped further into the Stone Chamber, Leanne taking a few steps back to place some distance between the two of them as he walked, "You're hopelessly outmatched."

"Count again." Lion-O said, holding up his gauntlet, "I have two power stones, and Leanne has the third." The Jewel of Omens let off a small gleam of light from where it rested around Leanne's neck.

"And once I destroy you, I will have four." Mumm-Ra said. "The Sword of Omens is a _pale_ copy that can only tap a _fraction_ of the Stones' power!" He reached into his cloak and pulled out the dark blade of the Sword of Plun-Darr, "_This_ is the original, carved from the heart of a shattered star!" Leanne watched as small sparks came off of the blade, the sword showing off its power.

"My ancestor defeated you with the Sword of Omens." Lion-O said, "I will do the same." He reached for his sword, pulling it out of his gauntlet, letting out a feral growl as he stood up, preparing for an attack.

Mumm-Ra chuckled at his enthusiasm and began to chant, "Ancient Spirits of Evil, transform this decayed form into _Mumm-Ra!_ _The ever-living!_" Leanne shielded her eyes as he transformed, her eyes widening as she saw the circle forming around him. She could see various symbols flashing through, and she recognized them from before, seeing them somewhere in her Nana's diary. Soon, Mumm-Ra changed into his true form, spreading his wings wide as he held up the Sword of Plun-Darr, lightning shooting out of it in a display of power. Lion-O let out a battle cry as he charged over to Mumm-Ra, sparks flying as their blades clashed. Lion-O swung at him again, more sparks coming from the swords as they fought. Leanne ran towards Mumm-Ra, her hands aflame as she spewed out fire at him. Mumm-Ra deflected it easily enough using his wings to push it back. Seeing that her fire wasn't going to do much good, Leanne went to fight with the only other element she was able to use and blasted a powerful gust of wind at him. Mumm-Ra stepped back from it, but did not move otherwise. As Lion-O charged at him again, Mumm-Ra quickly defended himself from the attack and went on the defensive as Lion-O swung at him again and again. Leanne kept blasting wind at the demon, and Mumm-Ra was able to defend himself by using his wings as he kept parrying at Lion-O.

Pumyra still lay on the ground near the hovering Tech Stone, unconscious, as the battle raged between the three of them.

* * *

><p>Kit and Kat stood outside of the gates of the Elephant Village as the slowly closed. Kat turned to his sister, "A whole day scouring Third Earth…" He murmured, surprised they had been able to do it.<p>

"We've asked everyone for help." Kit said, listing them off on her fingers, "The Fish Men, The Elephants, The Berbils, even those stinky Dogs. Anyone left?" Kat shrugged in response, "Then we did our best. We'd better get back to the others…" She trailed off as she looked down at the edge of the Forest of Magi Oar. Her eyes widened as she saw a familiar face coming out of the thicket, rubbing a few leaves off of his clothes as he walked, squinting, into the sunlight. Smiles grew on the twins' faces at the sight of him.

"Is that who I think it is?" Kat asked excitedly. They quickly got on their hover boards and flew down to him.

Nick looked up when he saw the two floating masses heading towards him, but before he could properly defend himself, he was crushed by two pairs of arms in a hug. He laughed as he looked down at the twins. "Hey guys." He greeted, grabbing the two with one arm each, "Good to see you again! I was worried I wouldn't find you."

"When did you get back?" Kat asked as he pulled away from him, all three of them sitting up.

"About an hour ago." He replied, he reached into the pocket of his pants and pulled out a folded-up piece of paper, grinning, "I found just what I needed to get back here. Now, where are the others?"

"Up in a floating city." Kit said, Nick looked at her with wide eyes.

"Seriously?" He asked, the twins nodded and he sighed, "Okay, considering everything that happened the last couple of times I've been here, I'll buy that." He stood up, "What's going on?"

"We're going to everyone in Third Earth to ask for help." Kat said, "Lion-O's fighting against an entire city, and he's going to need some friends on his side." Nick nodded.

"Hey, you can count me in." Nick said. "Anything to help out a family friend." The two kittens grinned widely.

* * *

><p>Mumm-Ra roared as he charged at Lion-O, swinging his blade at him again and again. Lion-O did his best to deflect each blow, sparks flying as their swords clashed again and again. Leanne let out a battle cry as she jumped up, the speed of her wind increasing to cause Mumm-Ra physical pain. He let out another roar and he turned and held out his hand to her, a blast of lightning shooting from his palm and blowing her back against the wall. Lion-O let out an angered cry when he saw her attacked and ran at Mumm-Ra again. Mumm-Ra didn't deflect his sword with his own, and defended himself with his gauntlet. Lion-O used this as leverage to jump over and above Mumm-Ra and land on the other side. Mumm-Ra turned around and before Lion-O had a chance to use his sword against Mumm-Ra, he reached out with his gauntleted hand and grabbed the Sword of Plun-Darr before it could touch him.<p>

"The Stones are mine!" Mumm-Ra shouted as the dark blade began to heat up, pushing him back. Lion-O struggled against it, but as the dark sword grew hotter, a light shone from the Spirit Stone on his gauntlet. Sparks flew around the golden metal, and the gauntlet had extended into an armored arm. Lion-O was able to use this armor and throw Mumm-Ra back just as Leanne got up from where she had been blasted by Mumm-Ra. Her eyes widened at the sight of the armor Lion-O now had.

Mumm-Ra glared at him, "You cannot fully harness their power, and yet the Stones still protect you?!" He snarled out. Lion-O looked down at his new armor, feeling just as surprised as Leanne had. Mumm-Ra pushed himself to stand, "I will just have to get one for myself!" He flew over to where the Tech Stone was and swiped it from its place in the machine.

"_No!_" Leanne shouted, she ran over to Mumm-Ra and used her wind to propel herself forward and land a solid punch to Mumm-Ra's face. The Tech Stone went flying out of his hands onto another part of the floor as a loud alarm sounded throughout the city. The machine that was used to harness the Stone's power began to collapse and break apart.

"Warning: Anti-gravity failure imminent. Warning: Anti-gravity failure imminent." A mechanical voice called out. The entire place shook and Leanne felt the pull of gravity on her as the city started to fall, and she lost her balance for a moment, falling to her knees as the room began to shake. She looked up when Mumm-Ra started to make a run for the Tech Stone, and Lion-O ran over to it, using the Sword of Omens to knock it away. Leanne ran over to it, wanting to make sure Mumm-Ra never got his hands on it, but the demon was quick and fired a shot at the stone to knock it away from her before she had a chance to grab it. As he dashed over to it, Lion-O got there first and knocked it away. He ran for it, and Mumm-Ra blasted the stone out of his reach. Mumm-Ra ran for it, and Leanne blew it away towards Lion-O, and Mumm-Ra blasted it away from him. The life-or-death game of Keep Away continued as Pumyra slowly began to return to consciousness, seeing the three of them run for the Stone after knocking it away from another. Lion-O knocked it away from Mumm-Ra and the Stone slid over to her and she grasped it in her hand as Lion-O and Leanne kept battling with Mumm-Ra.

Lion-O saw that she had it, and with a powerful swing, knocked Mumm-Ra back and turned to her, yelling, "Pumyra! Throw it!" She looked up from the stone at him, pausing in her actions as she pushed herself up. Leanne looked over at Mumm-Ra, seeing that he was waiting for her to act. She thought it odd he didn't just blast at her again to get the stone out of her hands, "Pumyra!" Lion-O shouted when she hesitated.

"Lion-O… You are my king." She said as she stood up, giving him a wicked grin, "But _he_ is my master." She threw the Tech Stone to Mumm-Ra, who easily caught it.

Lion-O gasped, and Leanne's eyes broadened, fury filling her veins as she saw Pumyra's betrayal. Mumm-Ra put the green stone to his gauntlet and let out a cackle as he began to transform, the dark armor that Lion-O and Leanne had seen in the Book of Omens taking form on him. Once it was finished, Mumm-Ra created a blast that threw back Lion-O and Leanne and they slid on the ground. As they got up, they saw Pumyra going over to Mumm-Ra and when he held out his dark gauntlet, she placed a gentle, sensuous kiss to it.

"_I knew it!_" Leanne shouted as she glared venomously at Pumyra, "I _knew_ you were lying! I _knew_ you were a traitor!"

"Pumyra, why?!" Lion-O growled, angered and hurt by her betrayal. She said nothing, only giving him a smile as Mumm-Ra's claws caressed her chin.

"Fool, Pumyra has been mine, body and soul since the day Thundera fell!" Mumm-Ra said, "You remember that day, don't you Lion-O?" Lion-O's eyes narrowed, growling as he saw the horrible memory of Thundera's destruction. "Pumyra fell in battle, waiting for a king who never came. She called out to you as you left the next day, but you did not come." Leanne and Lion-O's eyes widened at this news. They never heard anyone calling out for them when they left, but Leanne had always thought that Lion-O had searched for survivors after Thundera fell, did they not see her? Had she been trapped somewhere where they couldn't hear her? "Her fiery rage shined bright in the Well of Souls, calling out for revenge. I invoked the Ancient Spirits to bring her back, to take revenge on the one who betrayed her."

"Against you." Pumyra growled, picking up a piece of shrapnel from the destroyed machines.

"The signs… They were there all along…" Lion-O said, he turned to Mumm-Ra, "You tracked us through her!"

"You were a fool not to see it!" Pumyra snapped, "A love-struck fool! Even when Leanne told you the truth, you were so blind that you couldn't accept it!" Lion-O glanced at Leanne as she pushed herself up. She didn't notice his gaze as her hateful one was directed towards Pumyra. Pumyra held up the shrapnel, fire in her eyes, "Now die as I did, _helpless and alone_!" She ran towards him, the sharp end of the jagged metal pointed towards him as he tried to get up.

"No!" Leanne cried as Pumyra charged, ready to strike, but before she had a chance to land it, something hit her and she was knocked aside, the shrapnel slipping out of her grasp. The two watched as Tygra appeared before them, whip in hand, glaring at Pumyra.

"He'll never be alone as long as we're alive!" Tygra growled at her. Pumyra glared at him, watching as Cheetara, Panthro, and Snarf ran into the room, ready to fight them off (Although little Snarf couldn't do much in such an intense battle). They all stood beside Lion-O and Leanne.

"Then allow me to remedy that problem!" Mumm-Ra growled, he held up his clawed hands and let out a powerful blast of lighting that hit all of them. They cried out as they were thrown back and onto the floor, the lightning having been strong enough to take them all out. "Now, if there are no further distractions…"

"You didn't forget about us, did you?" A voice called out. Everyone looked towards the entrance to the chamber and saw WilyKat and WilyKit riding towards them on their hover boards, the forever back resting on Kit's shoulder.

"Do you think I will hesitate to destroy two kittens?" Mumm-Ra asked, moving his claw towards them.

"Kit! Kat! Get out of here!" Lion-O shouted at them.

"It's okay, we brought back-up!" Kit said quickly with a smile.

"We went to everyone you ever helped, and told them it was time to return the favor." Kat said, they looked behind them as a form came from the shadows, revealing a single Fish Man bearing a harpoon as a weapon. Lion-O's eyes widened.

"…And that's all you could find?" He asked them, dumbfounded that only one person out of all those he helped would come to his aid when he needed it.

"No, he just didn't want to ride in here with the others." Kat said as Kit pulled the forever bag off of her shoulder. They each took hold of the handle and said, "Rankinbass!" Suddenly so many things started jumping out of the bag, first it was a few Elephants, then some of the Berbils, a small platoon of Dogs, a group of Fish Men, and the last thing to come out was Leanne's cousin Nick, who gave her a friendly wave once he had landed.

"Because you once stood by us, Lion-O, we wanted to be here to stand by you." Anet said.

"Berbils love Lion-O." Ro-Bear-Bill said in his mechanical voice, waving to Lion-O with a few other Berbils behind him. Lion-O smiled at the sight of his mechanical friends. Panthro looked up when he saw Dobo among the Dogs. He smiled and nodded at him, and the old general did the same. Leanne smiled widely at the sight of her cousin, knowing his appearance there meant good things for all of them.

"Now take them down!" The kittens said, pointing to Pumyra and Mumm-Ra. They stepped back to ready themselves for the oncoming attacks.

The Elephants were first, stomping their heavy feet on the floor in perfect harmony, creating a powerful wave of sound that made the floor quake and rumble, causing Mumm-Ra to lose his footing. The Fish Men fired harpoons at him, none of them pierced through the armor but they did enough to cause him some pain. The Dogs ran up, bearing their weapons, barking and howling battle cries as they battered Mumm-Ra. A few of the Berbils rolled up into balls and rolled rapidly towards Pumyra, knocking her down as Dobo came over to her and kicked her hard enough to send her tumbling back. Nick raised up his hands and began to chant, a circle forming beneath him as he chanted,

"_Magna imperia universi,  
>Invoco fortitudo tua,<br>combinant animam meam fulgur,  
>et da mihi tonitrui virium hominis ut percutiat!<em>"

When the chant came to an end, his eyes were a bright white, his brown hair stood on end, and sparks flew from his fingertips. He let out a cry as he shot out his hands towards Mumm-Ra, lightning bolts firing from his palms with a bluish hue and hitting him. Mumm-Ra let out a roar of pain.

As the groups began to advance on the two, Mumm-Ra and Pumyra stepped back. Realizing that they were too much at the moment, Mumm-Ra spoke, "A pyrrhic victory. This city will become your tomb, and I'll take the stones from its shattered remains!" He held out his hand to Pumyra, "Come, beloved." She took his hand and he grasped her waist as they flew up higher and higher, Pumyra looking down at them with a smug grin.

"Farewell, _my king_." She bid mockingly. Leanne glared angrily at her, her fingers lighting in fire.

"You are _not_ getting away that easily, you miserable _traitor_!" She shouted and flew up after them.

"Leanne, no!" Lion-O shouted after her, but she didn't listen as she flew closer to Pumyra. Seeing her coming, Pumyra reached for her bow and fired a sharp stone into her side. Leanne's eyes widened and she cried out as she suddenly felt a sharp pain in her stomach, her hand going to where the stone had penetrated through her skin. Her flight path did a mid-air stumble as she started to drop. Mumm-Ra blasted open a hole in the Stone Chamber as he and Pumyra made their getaway.

"Leanne!" Nick cried, cushioning her fall with a small stream of air, bringing her safely into his arms. The city continued its plummet towards Third Earth. Leanne's face was twisted into one of great pain as she held the spot on her stomach, her breath coming in heaves as she tried to calm down. It felt like someone had taken all the times she had scraped her knee, or cut her hand as a small child, and bundled it all into her stomach, then multiplied it by a hundred.

"Warning: Anti-gravity power at ten percent." The mechanical voice called out to the city. As the city fell further, Mumm-Ra's ships and his soldiers started to fly away, joining their master as they made their escape.

The Cats ran to a panel inside the Stone Chamber that showed the city's machines and generators and where each of their power lines went. Nick stayed by Leanne as she kept writhing in pain, feeling her hand grow moist as something started to block her breathing, she began coughing into her cousin's shoulder just as the chamber became darker, showing that the city had started its descent through the clouds.

"Panthro! We have to save the city!" Lion-O shouted as the general went over to the power panels.

"There's not enough power to keep it in the air!" Panthro snapped as he looked at the lowering bars for each of the generators, he looked at all the knobs and handles and buttons, seeing that the power, while little, was evenly distributed among everything, "But… maybe enough power in the city's thrust generators to land it!" His mechanical arms extended and started pulling at different cords and levers, "I'm rerouting power from every machine in the city!" He watched as the bars of energy went lower from everywhere but the thrust generators, which kept going up higher and higher. "It's working!" Leanne coughed violently into Nick's shoulder, having trouble breathing as more liquid came into her throat, and she started to shake. He held onto her as Panthro looked at the large red button that said 'Engine Start' above it, "Firing engines now!" He slammed his claw onto the button, and everyone could feel the jolt as the generators started up, slowing the descent as it came closer and closer to the ground. The ride was still a bit shaky, and when they finally hit the earth, the city ground down along the surface, sliding through the dirt as it made contact. The entire place shook and everyone who wasn't holding onto something fell over as the city finally came to a halt. The landing was a success, and everyone had survived. Clouds of dust and dirt floated up from the city's landing place as everyone got back on their feet.

Lion-O stood up, looking around them, eyes wide and heart pounding from the adrenaline rush. "We… We made it." He breathed in relief. He went to the door of the chamber and saw that everyone outside the room was alive and well, if not a little shaken up. He heard a violent coughing and gasping sound and looked back to see Leanne was still in Nick's arms, coughing up blood onto his clothes as a red stain began to grow on her shirt.

"Lion-O, do something!" Nick shouted at him as he held onto her, laying her down on the ground to try and help her to breathe. Lion-O looked at her with wide eyes as Leanne lay writhing, gasping for air as blood filled her lungs. Her eyes went wide as she realized just what she was coughing up, and she began to quake in fear, feeling her stomach churn at the sight of blood. She was _drowning_ in blood. Memories of that traumatic flooded her mind and she shut her eyes tight to try and rid her head of them, but it didn't do any good. She could still feel the blood working its way up her throat and staining her shirt. Cheetara ran over to her, lifting up her head as she tried to steady her friend, her eyes wide as she saw her keep gasping.

"She needs a doctor!" She said to Lion-O urgently as Leanne kept coughing, her eyes filling with tears both from the sight of the blood, and the fear that she was dying.

"A-A doctor!" Lion-O shouted through the door towards those who were there, "We need a doctor! _Please_, are there any doctors here?!" A few of the Birds who were there got up and started shouting for a doctor. Not too long later, a stork woman came running through the chamber, going over to Leanne. Her feathered hands went over Leanne's body, moving her hand away from the wound, seeing the hole that the sharp stone had punctured in her skin. She took her from Nick's arms and started to run with her, Lion-O ran after her. The doctor called for nurses and various medical supplies, demanding that a tent be set up outside so they can operate on her to get the stone out.

"You're going to be okay, Leanne." Lion-O promised as he ran with the doctor. Leanne looked up at him, "You're going to be okay."

Leanne couldn't hear him, her eyes fluttering as they suddenly became much heavier. The blood in her throat was starting to affect her and she started to lose consciousness. Lion-O slowed down as the doctor ran off, the Birds quickly setting up a tent outside. He looked after her with sad eyes, feeling his stomach drop as he saw her being pulled into the tent, Birds going in and out, providing the medical supplies needed.

* * *

><p>Panthro looked out at the city, his arms akimbo as he smirked proudly, Tygra standing next to him. "Ha! Can't fly, but I sure can land." He said as he looked at the city.<p>

Tygra looked up at the city with a dry look, "If you say so."

Cheetara stood with the citizens of Avista, watching as the Berbils went to work on the mechanics of the engines. "The Berbils will get your city flying again." They watched as one of the Berbils got electrocuted and went flying up into the air, landing near the citizens. "…Eventually. Meanwhile, some time on the ground will do you good." The Birds didn't seem too happy about it, but no one voiced any complaints as they watched the repairs being done.

Lion-O and Nick sat outside of the medical tent where they were repairing Leanne's wounds. He looked at it worriedly, while Nick seemed only somewhat scared, having faith in the doctor and her team.

WilyKit came over to where they were. "You okay?" She asked him.

He looked over at her, a sullen expression on his face, "I was a fool to trust Pumyra. And now look what I've lost us." He said. Nick looked over at him, keeping silent.

"You have lost a lot." WilyKit said in agreement, "But look what you've gained." She gestured to another place behind him, and he looked over eyes widening at the sight of all the Elephants, Dogs, Fish Men and Berbils all looking towards him, hope shining in their eyes. Lion-O stood up, "The different animals of Third Earth working together for the first time. You know why?" Lion-O didn't answer, he looked down at WilyKit, who smiled up at him, "You, Lion-O. You gave them something to believe in." She went over by his side, picking up the Sword of Omens from where it had laid beside him. She held it up to him, "Now, there's still one more stone left. Are we gonna find it or what?" Lion-O's expression became serious as he took the sword from her hands and held it up, looking at the blade, remembering how his ancestor used it to defeat Mumm-Ra. He knew that it was enough to beat him, stones or no stones.

A moment later, there was silence behind the tent, and the stork doctor stepped out, wiping her forehead as some of the other team members remained inside to finish. Lion-O quickly went over to her, "How is she?" He asked her urgently.

"She's lost a good deal of blood," The doctor said, "She's stable for now, but don't get your hopes up. I've never worked on a species like hers. I don't know how she'll react to the treatment." Lion-O breathed a sigh of relief at hearing that she was alright, if only for that moment.

"Can we see her?" He asked.

"Once they're finished, you may see her." The doctor said, "It may be some time before she regains consciousness, though. As I said, she's lost a good deal of blood." Lion-O nodded, thanking the doctor as she left. Lion-O stayed by the entrance of the tent, watching as some of the nurses went in and out through the night. Every now and then, one of the Birds would come by, see how he was doing and thank him for saving them. Lion-O took their thanks, but once they were done, they were on their way.

* * *

><p>Nick and the other Cats helped some of the Birds to make tents of their own in preparation for the night. After a talk with Viragor, since they were near the enchanted forest of Magi Oar, he promised all of them protection for the night if they stayed there. Nick checked in on Lion-O every couple of hours to see how he was doing. Eventually, Nick sat down beside him.<p>

"So, Lion-O," He looked up at the human, "What did Leanne say when she called that Cat girl a traitor?" Lion-O sighed.

"It's a long story." He said.

Nick shrugged, "I got time."

Lion-O took in a deep breath, "The Cat she called a traitor is named Pumyra. She worked for Mumm-Ra, and she helped him to track us as we made our way to find the next stone."

"Why didn't you do something about it?" Nick asked, amazed that Lion-O would allow that to happen so easily.

"We took her in and made her a part of our team. I didn't really think she was any danger to us." Lion-O explained. "She just seemed like a regular Cat at the time."

"And no one picked up on the whole working-for-your-enemy the entire time she was with you?" Nick asked.

"After a day, Leanne told me that she had been lying to us about everything, but… I didn't believe her." Lion-O rested his head in his hands and his elbows on his knees, "I wanted to believe that Pumyra wasn't like that. That she was on our side, that she could… be one of us. I accused her of being jealous, and she stormed off. We didn't speak about it again."

"Seriously? Doesn't Leanne have that thing where she can tell when someone's lying?" Lion-O nodded his head, "And you didn't believe her?" Lion-O nodded again, feeling guilt flooding through his body, "Are you stupid or something?! Look, I may not have been around Leanne for very long, but I'm pretty sure she's not a liar!"

"I know, I know." Lion-O said.

"_No_, I don't think you know anything!" Nick snapped angrily, standing up. Lion-O's eyes widened as Nick started to shout at him, with every word he felt his guilt multiplying, "I don't know what the hell you were thinking at the time, but you knew that Pumyra girl for, what, a _day_? You've known Leanne for _way_ longer than that! You decided to trust Pumyra so much after a damn _day_?! The last time I saw you and Leanne together, it was pretty damn obvious what was going on! You trusted Leanne enough to date her, but you decide to take the word of a complete stranger over hers?! What possessed you to think that the opinion of a complete stranger over the opinion of the girl you actually care about?! I know she would have made her case, and you should have listened to her! Or were you just too stubborn to bother listening to her?! What is _wrong_ with you?!"

"I know!" Lion-O snapped, a small roar mixed in with his words. The sound shocked Nick and he took a step back in fear. Lion-O sighed, calming himself down before he spoke again. "I know. I was stupid and reckless and naïve. I trusted her without a second thought just because she was a Cat. Now, because of my actions, we lost the second Power Stone to Mumm-Ra and Leanne is seriously hurt. Don't you think I feel bad enough already?"

Nick looked over Lion-O's hunched form, seeing the sorrow that filled him, and sighed. "Why didn't you listen to her?"

Lion-O sighed, "Leanne and I… We had a falling out. We ended the relationship, and I just thought that she was trying to get back at me because I had been spending so much time with Pumyra." Nick was quiet, knowing that the pain of a bad break-up can linger, especially when you have to see that person every day. The pain and anger from it all had probably affected whether or not he would accept what he would say about Pumyra.

"Okay. Look, I'll stick around for a few more days, just until Leanne is back on her feet, but I need to head back home soon." Nick said. Lion-O nodded and Nick stuck his hands in his pants' pockets, "I'll see you later." Lion-O remained quiet as Nick went over to where some of the other animals were helping to set up camps for the Birds, leaving him to wallow in his guilt as he waited for someone to come out of the tent and let him in.

* * *

><p>Lion-O remained by the tent until late that night, and one of the nurses came out, telling him that he could see her. He was quick to go in. Inside the tent was nothing more than a cot that held up Leanne's still-unconscious body and a small table containing various medical supplies. Placed around the room were a couple of candles to give some light. The room was completely silent other than the sounds of the candle wick letting out small snaps as it burned. Bandages were wrapped around her middle. Parts of it were stained red from her blood. Lion-O came over to the side of her cot, taking one of her hands in both of his. He felt a lump in his throat as he looked at her unconscious form. She looked completely at peace, but he knew she wouldn't be that way when she woke up. He sighed and closed his eyes, his fingers moving around her palm and squeezing it.<p>

"I'm sorry, Leanne…" He whispered into the quiet, "I'm so, so sorry…"

* * *

><p><strong>Super huge thanks to Dalebeto Feninski for beta-ing! And woo-hoo! We broke 400 pages! You guys are awesome, thanks so much for sticking with me this far!<strong>


	33. The Aftermath

33

Lion-O grumbled in his sleep as he felt a prodding at his side. He opened his eyes slowly to see a stork woman awkwardly withdraw her feathery hand away from him.

"I need to check on the patient." She said gently, "I'm going to have to ask that you leave. I'll tell you when you can come back in."

Lion-O nodded, and stood up, letting the doctor get to work as he walked out of the tent, sighing when he discovered a crick in his neck from his less than comfortable sleeping position beside Leanne's cot all night. When he came out, he saw Panthro waiting for him, his robotic arms folded across his chest as he eyed Lion-O's exhausted form.

"Waited all night, huh?" He asked. Lion-O nodded his head.

"Yeah…She didn't wake up." Lion-O said quietly. Panthro nodded, his expression one of understanding.

"Come on, they have breakfast down by the tarp." He said, putting his paw on Lion-O's shoulder, leading him towards an area where breakfast was being served. Using the large amount of scavenged food supplies from the crashed city, a table had been set up with all kinds of Bird cuisine. Lion-O didn't go for any of those and neither did Panthro. They used some of their own edibles for their morning meal. Nick joined them with a plate that was a mix of the Bird food and some of their rationed bits. The kittens sat on either side of him as they ate some of their candy fruit. Lion-O sighed. Normally, Leanne would have gotten on the kitten's case about having sugar for breakfast, lecturing them on how it was bad for them.

"So, how's she looking?" Nick asked Lion-O as he dryly swallowed down some of the rationed food. Lion-O shrugged.

"She's still unconscious. I can't tell if she doing any better. I'm just glad the bleeding stopped." said Lion-O, slowly eating his food. He wasn't really in the mood to eat, but he forced himself to swallow it down. He didn't want to worry the others.

"Is she going to wake up soon?" Kit asked.

Lion-O was quiet, staring at his plate. "…Of course she is, she'll pull through." He said after a moment, trying to lighten the kitten's mood as well as his own.

Kit frowned sadly, but said nothing more as she kept eating her food. There wasn't much talk between them, no one had the energy for it.

* * *

><p>"<em>Inexcusable!<em>"

Lucas flinched when Slithe's fist slammed down on the table, "You were given a simple task! Why couldn't you complete it?!"

"It's not like I could have tracked her down that easily!" Lucas retorted defensively, "And Mumm-Ra could have taken her in if he tried!"

"It was _not_ Mumm-Ra's duty to take the girl, it was _yours_!" Slithe hissed.

"This is _not_ my fault!" Lucas yelled in return.

"Enough." Mumm-Ra's sharp rasp made them both swivel their heads. "Lucas could not retrieve her because he didn't know her whereabouts. We shall leave it at that, but," He turned his red eyes to Lucas, who gulped nervously, "If you lose her again, there _will_ be consequences."

"Yes, My Lord…" Lucas mumbled.

Lucas looked across the table to where the two newest members of their team were seated. Vultare sat next to Atticus and Slithe. He would occasionally send a beady-eyed glare at the ape, but never said anything. As soon as he had pledged his loyalty to their cause, Vultare had been accepted into Mumm-Ra's army, and he seemed to fit right in with the other generals. Since he had been making an argument about his position after years of experience in politics and battle strategy, he had been promoted to general only minutes after his pledge. Pumyra was sitting at Mumm-Ra's right hand, Slithe's former seat. He didn't look too happy about it, but didn't comment.

"And our venture was not in vain." Mumm-Ra said, waving his hand over the Well of Souls. They watched Leanne come into view, unconscious and laying on a cot in some kind of tent. A stork woman had just finished shooing the young Lion prince away, and was carefully attaching certain medical devices to her. It reminded Lucas of a heart monitor, but it didn't look like anything he had seen back on Earth. There were some other contraptions he saw that had purposes he couldn't discern just from looking at them as they put them off to the side of the cot. "The bearer of the Jewel has been severely injured." He put his hand on Pumyra's shoulder, and she smiled up at him with evil pride, "Her soul now wanders between this world and the next, trapped in Limbo."

"If she is defenseless, then let us attack!" Vultare said, "I want revenge on those barbarians!"

"Not yet." Mumm-Ra said, He turned to Lucas, who sat upright at the sight of Mumm-Ra's red stare. "This is your chance to redeem yourself, boy. You will go to the camp and retrieve the girl and the Jewel of Omens. From there, her power is yours and the Jewel is mine." Lucas hesitated in nodding.

"Yes, My Lord…"

"You may have a platoon accompany you." Mumm-Ra said. Lucas was quiet for a moment, thinking, then looked up at Mumm-Ra.

"Actually, sir, I think I only need one soldier to come with me." He said. Mumm-Ra was quiet as all of the generals and Pumyra looked towards him.

"Only one?" Vultare scoffed, "You realize you are going up against _my_ people, do you not? You will need more than _one_ soldier to defeat them."

"One is all I need." Lucas stated,"For the sake of keeping our numbers as great as they are, I will only take one." They all looked to Mumm-Ra to see what his verdict would be on the matter.

"You will take three." Mumm-Ra said, "I cannot risk losing one of my generals. Pick whichever you like."

Lucas nodded, "Yes, My Lord."

* * *

><p>"…Come on girl, wake up!" someone boomed.<p>

Leanne snapped her eyes open, letting out a small shriek at her rude awakening. Scrambling blindly backwards, she stood up quickly, rubbing the sleep out of her eyes with haste to face whoever had just woken her up. As the scene in front of her came into focus, her confusion greatly increased. There was a long, beautifully crafted, wooden table that was stacked with an almost sickening amount of food and other edibles. Three massive marble chairs were equally spaced behind the table, each holding an extravagantly dressed animal. On the left sat a wolf who was having an unsuccessful time trying to fill his goblet with what looked like wine. His plate was a disaster of food, and he ended up spilling the goblet's contents all over the table, muttering curses while bumping into other plates of stacked food trying to locate something to clean up the mess. His fur was a lustrous black with royal golden dots scattered about it. He wore a napkin that was tucked snugly into his deep blue robe, which had a variety of stains on it, and a matching crown lined with gold. In the center was a brightly colored and angry looking Monkian who wore a pale yellow and green shirt that clashed horrendously with his astonishingly orange fur. His hands were clasped together, lacing his fingers into one another with his elbows set upon the table. Leanne could hear his foot tapping on the ground with impatience. A lettuce leaf hung from between his lips that he either didn't know about or chose to ignore. On the right side, Leanne saw a massive Grizzly Bear with what looked like a fresh kill on his plate. His maw was red with blood, which went well with the color of his war torn armor.

"Who are you? Where am I? How did I get here?" Leanne fired off questions until the Monkian held up a paw to silence her.

"My name is Carota, Ancient Spirit of order and direction." He said, "Right now, you are in the realm of Limbo, neither dead nor alive. And I believe you can guess how you got here. Your grandmother did say you were a clever girl…"

"Wait, my Nana? Where is sh—" Leanne began, until she was interrupted.

"And I am Ovis!" said the royal wolf, flinging his arms out in display, knocking plates of food all over the table. He gave Leanne a sheepish grin. "God of clumsiness at your service."

"And I am Atruim," said the Grizzly, "God of fortitude and endurance."

There was an awkward pause for a moment, as if the animals were waiting for Leanne to burst out cheering and applaud their speeches.

"So am I dead, or not?" asked Leanne slowly, eyeing the deities warily.

Carota groaned, pinching the bridge of his nose. "Are you deaf? I specifically told you tha—" Carota was cut off by a voice that Leanne thought she would never hear again.

"Now, now, Carota, remember what I taught you? Count to five and take a deep breath."

Leanne was stunned. "N-Nana? Is that you?" Leanne asked, twisting around looking for her.

Carota made a grunting sound. "Of _course_ I remember what you taught me Erica, but your granddaughter is making it _very_ hard."

Ovis jumped into the conversation "Oh, come now _Carrot_, even I don't—"

"Don't call me that, unless _you_ want 'Lord Pigsty' to be your official nickname for the next few hundred years. Again."

Ovis made a sour face, accidentally resting his elbow in a plate of mashed something or other while giving Carota a hard stare.

Atruim rolled his eyes at the quarreling gods. "I may be the spirit of endurance, but you two are _insufferable_."

"Stay out of this!" the other gods snapped.

The bickering went on for another minute or so before Leanne tried to get their attention.

"Um, excuse me, but could we get back to—"

"And all you do is complain and whine about _everything_!"

"Well, maybe I wouldn't complain so much if you cleaned up once in a while!"

"Well where have you been for the past few eons? Or did you just forget that I'm the _God of Clumsiness_?"

"I don't know _Lord Pigsty_. Why don't you tell me?"

"You're really starting to-"

Ovis was cut off by a small lick of fire that nipped his snout. He yelped and recoiled backwards, ungracefully falling out of his seat.

"That's enough boys," said Erica, walking out from behind Atruim's chair, startling the Bear slightly.

Erica wore a nice, forest green silk dress with a white flower pattern running diagonally across it. She had no shoes on, and she looked a little irked at the fighting gods, but her frown changed into a smile when she saw Leanne standing awkwardly and aghast at the end of the table.

"Hello dear..."

* * *

><p>Lion-O waited at Leanne's bedside, listening to small, constant beeps that came from one of the machines the doctor had attached to her. He had come to love and hate those beeps over the time he had been watching Leanne. They were increasingly annoying, but signified that she was still alive. It was strange for Lion-O to see her like this, just lying there on a cot. She was wearing a white medical gown that allowed easy access for doctors to open up and fix bandages. It had previously been red, but now it had dried and darkened into a cruel brown. The center of the stain was still very much red, though. He was fixated on the rise and fall of her chest, as if it would suddenly stop for some reason.<p>

He knew the figure before him was Leanne, he _knew_ that. It looked like her, with dark hair and furless skin, but at the same time… It wasn't her. She looked too pale, and she was so quiet. Even her breathing seemed strained. He remembered Leanne with a bright smile on her face that seemed to light up the world around her. She was happy, and adventurous. She wouldn't have enjoyed lying in a cot for an entire day, doing nothing but sleeping.

Then again, considering how things had been between him and her lately, he shouldn't be remembering her as happy. She had been avoiding him, and they hadn't really talked since Pumyra had joined their team. He had just been so swept up with her, and the idea of starting over with another Cat that Leanne had left his mind. He had put attention on her when she was a feline only because he had honestly wanted to get back together. Pumyra had been a good conversationalist, or she had at least acted like one, so he enjoyed talking with her, but every time he imagined himself romantically with Pumyra, he kept comparing her to Leanne. She had been on his mind all the time before. Now she was all he thought about, all he cared about.

He kept his eyes on Leanne as the flap to the tent opened and someone came in. Whoever it was moved beside him, giving him a nudge to get his attention. Lion-O looked over to find Tygra.

"Hey," He greeted his older brother. Lion-O nodded his head and focused on Leanne.

"How is she?" asked Tygra in an attempt to make small talk.

Lion-O shrugged, remaining silent. Tygra looked over at Leanne, seeing her incredible stillness, glancing at all the machines attached to her, "Is there any sign she's going to wake up soon?" Lion-O was still quiet and Tygra sighed, "You know, this conversation would feel a little more interesting if it wasn't just me talking."

"Sorry…"Lion-O mumbled. Tygra let out a breath of relief when he heard his voice, knowing that he was still acting like himself. "There's just been a lot on my mind lately."

"I know." Tygra said, "And we understand that this really shook you, but we're worried about you. We need to find the next stone before Mumm-Ra's able to get his hands on it."

"We're not going anywhere without Leanne." Lion-O said, keeping his eyes on her as she remained in the cot.

"I never said we would." Tygra said quickly, "But… It's been a full day. I've talked to the doctors and… well, it may be a while before she wakes up."

"We're _not_ leaving without her." Lion-O said firmly. "When she wakes up, we'll start to look for the next stone."

"And what if she never wakes up?" Tygra asked, "What then? Will you just keep sitting beside her bed, waiting for her eyes to open? What good will that do? I know how important Leanne is to you, heck, she's important to _all_ of us, but is she so important that you would forsake all of Third Earth just so you could wait by her bedside?"

Lion-O looked to his brother, opening his mouth, planning to respond with a firm and solid 'yes,' but his words sunk in. What if Leanne _didn't_ wake up? How long would she even be like this? What if she… died? He had his position as king to consider. He had responsibilities, people that needed him. As much as he cared about Leanne, he couldn't just leave them all behind, no matter how much he wanted to. He turned back to look at Leanne again, mouth closed and silent. He heard Tygra sigh.

"Just think about it." He said, turning towards the tent's entrance. He paused when he was about to go through it, "By the way, lunch is ready." Lion-O was still quiet and Tygra frowned, walking through the tent where Cheetara waited on the other side.

"How is he?" She asked.

"It's bad." Tygra said, "He refuses to leave her side. He won't even think about moving on so we can find the next stone. I can understand his distress, but we need to think about this war. We already lost one stone, we can't afford to lose another."

"Well… try and see it from his perspective." Cheetara said gently, "Lion-O cares very deeply for Leanne. If it were you that had suffered such a severe injury, I wouldn't leave your side either. I'd want to make sure I was there for you when something went wrong, and I'd want to be there to see you wake up."

"Even then, I don't think we should risk our mission." He said, "I'd want you to move on without me so that there's a chance to end these battles. If I woke up to a beaten Mumm-Ra, I would be just as happy if I woke up to you."

"Well, then, what if someone you deeply cared about was on that bed?" Cheetara asked, "What if it was Lion-O who was injured? Or me?" Tygra was quiet for a moment, thinking. He remembered how pale Leanne looked on that bedside, how she very much resembled a corpse. He pictured Cheetara in that same position and he could feel his heart drop into his stomach. He looked up at her and she was gazing at him, patiently waiting for his answer.

He nodded slowly, reaching for Cheetara's hand and holding it with both of his, "If it were you in Leanne's place, I'd have to admit, I'd be the same. I wouldn't leave your side until you woke up." Cheetara sighed, giving him a small smile and a kiss on the cheek.

"I'm guessing he won't come out for lunch?" She asked.

"Nope. I'm surprised we were able to get him out for breakfast." Tygra said as they walked towards the others who were getting their meals together.

"Technically, it was the doctor that got him out for breakfast." Cheetara said, sitting down beside Kit and Kat. Snarf came over to them, letting out a worried mewl as Cheetara prepared a plate of food and held it out to him. "Here, go and make sure that Lion-O has some food. And give him some company." Snarf let out another mewl, taking the plate on his head and carefully balancing it as he walked over to the tent. Lion-O didn't notice him when he came him. He let out a small noise to get his attention and Lion-O looked down, seeing the food he carried. He took the plate from him and started to slowly eat the meal as Snarf came over by his side, sitting by his master's feet and looking up at him with big, worried eyes. Lion-O reached down, giving his head an affectionate rub before going back to eating the meal. Snarf lay down, resting his head on Lion-O's foot, making sure he wasn't lonely as he waited for Leanne to wake up.

* * *

><p>Lucas sighed as he shouldered his bag that held various supplies for his journey to the ruins of the City of Avista. He looked back at the three soldiers he had brought with him. The only one he recognized was Sinzer, the other two he didn't know very well. They all carried their own supplies and weapons as they walked through the desert, heading to the much greener land that lay ahead after a day of traveling. They were going by hovercraft, and couldn't risk their baggage falling off, so they all carried their things. Lucas's bag was the largest because he had decided to take all of his belongings. The lizard soldiers were confused by his choice of packing for a day-and-a-half long trip, but said nothing about it.<p>

"How far are we from the forest border?" Lucas asked, wanting to know just how long they had been travelling.

"Still another day, General." Sinzer said, Lucas nodded.

"We'll keep traveling until the sun sets, then make camp." The soldiers all glanced at each other.

"General…With all due respect, wouldn't it be faster if we traveled through the night?" One of the soldiers asked. "We could catch them by surprise and attack during the early morning."

"I'm sure the Cats aren't stupid enough not to have someone keep watch during the night." Lucas said, "They're sure to see us coming. I don't want to risk losing the few of you that I have in a small skirmish. I believe it's better that we get a good night's rest and be prepared for them sometime tomorrow."

The soldier who asked looked over at Sinzer, who shrugged, "He's the general, what can we do?" He whispered to him. The other soldier sighed, frowning as he looked at Lucas.

Lucas remained quiet, directing the hovercraft further and further through the sands, planning on making camp as they got closer to actual grass and forest life. That was one of the things he hated about Mumm-Ra's temple. Too much sand and desert, there was hardly any life, not even a single stray cactus. In a place like a desert, he would have thought that the constant dark clouds that circle above that place would have given them plenty of rain to water them, but it never did rain. The clouds just circled. It explained why there wasn't any life around the temple, but even in the Sahara desert there was the occasional show of life. There was none around the temple, no life that had roots or survived by photosynthesis in anyway. It would be nice to see some green again.

He dreaded returning back to Mumm-Ra and the other generals once this mission was done. If they succeeded with it, then they wouldn't really have opposition in bringing… order. Lucas sighed internally. Mumm-Ra's idea of order was the ideal dictatorship, where everyone blindly followed the leader, never questioning what he said and believing every word whole-heartedly. He couldn't imagine a world where people had no emotions at all. The idea left a bad taste in his mouth. He was sure he didn't want to be part of the group that created a place like that, but what choice did he have? He couldn't run, not when he had three other soldiers travelling with him. He couldn't let them go back to Mumm-Ra without a general, and even if he managed to convince them to run with him, they'd be at the top of their Most-Wanted list.

He looked ahead, the gears in his mind slowly clicking as he tried to come up with a plan on what to do. The hovercraft soaring over the Sand Sea, the waves crashing down on more sand as they finally went past its coast, heading further and further out of the desert.

* * *

><p>Leanne was crying of laughter by the time her Grandma had finished the story.<p>

"And then—Ha, ha!—Garflin just picks up my slipper, and puts it back in his pocket! I'd been looking for that damn thing for months."

Even Carota cracked a small smile at the story. The other spirits had been listening in on the bonding moment between the two women. After another set of fits and giggles, Leanne turned to Erica, who was very much red in the face.

"Nana, what's it like?" asked Leanne.

"To what?" Erica asked, calming herself a little before speaking.

"To be with Garflin, a Cat."

Erica got a wistful look on her face, as if remembering everything she had done with him in her whole life.

"What can I say about ol' Garfey?" She said, looking upwards.

"Garfey?" Leanne wrinkled her nose at the nickname.

"He was kind, gentle and all around sweet, and he was fierce when it came to protecting me…and astounding in bed." She sighed wistfully, a smile on her face, "Cats make great lovers, you know. Sometimes Garflin would—"

"Nana! A little too much!" said Leanne, whose face turned a dark shade of red

"Oh, come now. Why do you ask? Is it that Lion-O?" Erica asked.

Leanne, still red in the face, nodded her head, "Kind of… I mean, Lion-O… Lion-O's a great guy, and I really like him. But… I don't know if it would work out. There are lots of things going on right now and…"

Erica nodded in understanding. "Admittedly, Garflin and I weren't the perfect match when we first met, and we had our own share of problems, but we persevered and got through it. We came to know one another, and we were happy."

Leanne nodded slowly, "But… How did you move past them?"

Erica shrugged, "We talked about it. He let me speak first, saying everything I needed to say and everything I was feeling, and then he would say what he felt, and we would come to a compromise." Leanne was quiet.

"In the ways of mortal love," Atruim began, "I have always found that in order for the bond to last, both must endure through the faults of the other. Creating compromises is something that must be done. If none are made, then nothing will last." Leanne looked up at him, then back in front of her, thinking.

"But… How do I know if he even wants to try and make compromises anymore?" She asked.

"Ask him." Carota said, "Being direct is a good method, perhaps not the best, but a good method to know the answers to the questions you're thinking of."

Leanne nodded again, quiet. Erica saw how somber she was becoming and walked over to her, putting her arm around her shoulder with a grin, "Well, this is all very depressing, isn't it? Why don't we think of something else to talk about?"

Leanne nodded, smiling up at her, "Maybe another story about Garflin?"

Erica smiled widely, "Okay, maybe one more." She walked forward and Leanne started to walk with her, but she felt her grandmother's arm leaving her shoulder. She frowned as she felt her arm moving away, but her grandmother walked forward as if it was still there. Leanne stopped, and her grandmother's arm went through her. Leanne's eyes widened, seeing the room was starting to grow darker. Her grandmother turned around, eyes wide. Her lips moved, but Leanne could only hear a muffled voice, as if she was speaking to her through a wall. She watched as her eyes widened, as well as the eyes of Ovis and Atruim. Carota was still, an impassive expression on his face.

"Nana?" Leanne reached out for her grandmother, but as the room became darker and darker, she lost sight of Erica, and when she almost touched her arm, her hand went through her, everything she had seen suddenly turning to a black mist, and she was left in a dark void. She looked around worriedly when she realized she was alone.

She heard a noise and she whirled around, seeing a single figure among the vast black void dressed in a dark cloak that hid their face. She got in a fighting stance, glaring at the figure, "Who are you?" The figure looked up, and reached up with their hand, pulling down the hood. Leanne's eyes widened when she saw their face.

He looked relatively young, somewhere in his mid to late twenties. Despite that, he had pure white hair, which was slightly disheveled. There were dark circles under his dull eyes, and he looked like he hadn't had much sleep for a few days. But that wasn't what surprised Leanne the most. He was, without any doubt in her mind, human.

"I am Falx." He said, his voice graveled and deep, "The Lord of Death."

* * *

><p>Lucas stepped out of the hovercraft, looking around at the clearing they had stopped in, "We'll camp here for the night." He told the soldiers. The three of them nodded, preparing to set up a shelter. They were all surrounded by the thick, green trees of the Magi Oar forest, soft grass beneath their feet, letting out quiet whispers as the wind blew over it. Lucas gazed up at the sky, watching a few stars poke through the growing darkness, seeing a couple of moons rising up. "How long do you think it would be before we reach the remains of the flying city?" He asked.<p>

"Perhaps an hour, sir." One of the soldiers said as he tossed down a small metal dome. He pushed the button at the top, and stepped back, watching as it grew larger, spreading out, creating a much larger dome that was to be used as a tent, "Your quarters." Lucas nodded, thanking him as he headed inside. The mechanical dome was empty save for a single, solitary cot. He immediately went for it and lay down, sighing. The cot was uncomfortable, and it wasn't anything like the feather down bed he had back at the temple, but he didn't care. In this forest, he didn't feel the impending sense of doom and death as he did back at Mumm-Ra's temple. With any luck, he would actually be able to sleep well.

He didn't get much of a chance to try before one of the soldiers stepped in, "Sir, pardon the interruption." He looked up from the bed at Sinzer, "But, if we are to attack tomorrow, shouldn't we be using this time to plan a form of attack?" Lucas sighed, nodding.

"Yes, we should…" He mumbled, getting up from the small cot and walking over to him. "How many weapons do we have at our disposal?"

"Three rifles, sir; As well as eighteen packs of ammunition." Lucas nodded, trying to calculate how many of each pack of ammunition the three of them would get. "And, if I may, I have an idea for an attack plan." Lucas looked at the lizard, putting his full attention on him. "I assume that you have your own means of attack for the battle. So, I was thinking that I, along with the other two, fan out, creating a sort of triangle as we move out over the groups of birds. Then we could—"

"Do you have a large family, Sinzer?"

Sinzer looked up, giving Lucas a strange stare at the random question. "Uh… No, sir."

Lucas nodded, "Are you an only child?"

Sinzer eyed him oddly, wondering just where these questions were coming from, "No… I have two brothers, one older and one younger."

Lucas nodded again, "Do you see them very often?"

"No, sir… but I contact them sometimes." Sinzer said, "Why does this matter?"

"Do you miss them?" Lucas asked, avoiding his question.

Sinzer shrugged, "At times." He answered shortly.

Lucas nodded again. There was a silence between the two of them, "…My plan, sir?"

"Yes, go on." Lucas said, waving his hand. Sinzer nodded slowly and proceeded to tell him of his plans, but Lucas was only half-listening, his tired mind wandering other places. He kept on thinking of his home, of his little cousin, and his family. He wondered what they were doing now, and how Elizabeth was doing with her condition. When Sinzer had finished, he didn't notice until about ten seconds after he was done speaking. He approved the plan and dismissed him, telling him to tell the others of his strategy and rest up.

He made his way over to the cot and lay down, closing his eyes, his exhaustion catching up to him suddenly, and he sank into the cot. He was asleep within minutes.

* * *

><p>Lion-O was having one of the strangest dreams. It had started out with he and Tygra having dinner with Dad during the Boralian Nights festival. They were laughing and eating, having the best of times, back when things were happy. His Dad had ordered Snart tongue, and turned to Lion-O to ask him what he wanted, but the words that came out of his mouth didn't make any sense.<p>

"—The supplies, bandages! The blood is falling back into the lungs! Hurry!" his father said.

"What?" Lion-O began to say, when he was snapped out of the dream and into the real world. Lion-O's eyes opened painfully slow. He had been sitting by Leanne's medical tent for the past two days, and refused to leave the area. His eyes began to track a flurry of motion by Leanne's tent. It looked like ghosts moving in and out of the tent. Lion-O stood up groggily, moving towards the tent, massaging his lower back and yawning. As his vision cleared, he focused on the white shapes rushing about the tent.

Storks. And lots of them.

Their white feathery hands were grappling supplies and syringes on a tray set up outside Leanne's make-shift hospital.

"Hey," Lion-O called groggily, "what's going o—"

He was interrupted by a beige nurse dove carrying various medical supplies to the tent. She bumped into him, dropping two rolls of bandages.

"Move!" she commanded urgently, bending down to pick up the rolls.

Lion-O huffed in annoyance. "Sorry." He muttered, stepping back out of the way.

The dove called to one of the doctors in the tent. "How's she doing?"

"Not good, where are we on the bandages?"

"Here!"

Now Lion-O was confused. What happened while he was asleep? A golden stream of light passed by, kicking up a gust of wind.

It was Cheetara. She looked frazzled and on edge.

"Cheetara, what's going on? Are you okay?" Lion-O asked, still half-asleep.

She gave him an incredulous look. "Am _I_ okay? Have you been sitting out here for two days for _nothing_?"

Lion-O's eyes widened as he suddenly remembered just why he had been at the tent in the first place.

_Blood in the lungs. Falling back in. Never worked with a species like her._

_Leanne._

Confusion molded into panic as Lion-O looked over at the tent.

"What happened? Is she okay? When did this start? What—" Lion-O started, but was stopped by the rest of the ThunderCats catching up with Cheetara. Panthro reached out and put his hand on Lion-O's shoulder to hold him back for the moment. Nick was there as well, looking at the tent worriedly.

"We heard," panted Tygra,"and got here as soon as possible."

"Heard what?" Lion-O asked, "What are they doing to her?"

"Let them work." Panthro told him, "They need to do their job and they don't need any distractions."

"But—"

He stopped when a distinct, flat beep could be heard coming from inside. Everything seemed to explode around the tent after that. Doctors rushed in and out at top speed, grabbing desperately for supplies, shouting out to the others, ordering the nurses for bandages and different medical devices. Soon, it died down, the beep sound still going, and there was a silence all around.

"What's happened? What's going on? Somebody _please _tell me!" Lion-O begged, his words reaching the doctors in the tent.

A long-necked Stork doctor came out of the tent with bloody hands, and a solemn expression on his beaked face. His next words stabbed Lion-O straight through the heart.

"I'm so sorry… She's dead."

Lion-O's eyes widened and he immediately bolted for the tent, escaping from Panthro's grasp, shoving past the doctors and nurses to find a stork covering Leanne up with a white sheet.

"Wait! Stop!" yelled Lion-O, reaching out for her, grabbing the Stork woman's hand and pushing her away, "She's not- She can't be…!" He looked down at her face; she was so still, and so pale. He refused to believe that she was dead. He couldn't.

The doctor who had given them the news came in, "Sir, you can't stay here, we need to move her out—"

"She's not dead!" Lion-O snapped, tears of disbelief welling in his eyes, "She's not…!" The other Cats came in, while Cheetara remained outside with Kit and Kat, wrapping them in a tight, comforting hug. Nick had kept himself outside as well, not wanting to see his cousin in such a way. Tygra went over to his brother's side.

"Lion-O, there's nothing they can do." He said.

"Then they're not trying hard enough!" Lion-O snapped. Panthro came over and pulled him away by the shoulders.

"Kid, this is hard on all of us, but we—"

"Let me go, Panthro!" Lion-O snapped at him, trying to move out of his grasp, but Panthro held him still. "I _said_ let me go!"

"Not until you cool down!" Panthro snapped back, pulling him away, trying to get him out of the tent. Snarf managed to squeeze in to the tent, looking up at Leanne's still body.

"Let _go_!" Lion-O growled, trying to move back to Leanne's side. In his desperate belief, he called out to her, "Leanne! Leanne!"

* * *

><p>She stared at the dark-clothed human with wide eyes. What was he doing here? Especially in this darkness… She didn't recognize him at all. He had said he was the Lord of Death, just like Ovis was the God of Clumsiness, Atruim the God of Endurance, and Carota the Spirit of Order. But… they were all animals. He was a human. She didn't understand, she didn't realize she had voiced her thoughts until he started responding to her.<p>

"Most animals are very surprised to see me when their time comes." He said to her, "But they don't realize that my people embody death for Third Earth. I'm surprised to see another human among them."

"What do mean 'embody death'? Last I checked, I never killed anyone. Why am I talking to you?" Leanne asked.

"Not your people. Mine. And your friends up there seemed to forget why they brought you here." Falx informed patiently, "In your realm, humans are the dominant species, overtaking all nature and resources and using them for their own personal whims and gains. In this realm, humans did exist as yours did, but many, many years ago. They had evolved differently than your people, and instead of needing only water, food, and shelter, they required one more thing. A special fruit known as vitam that was as addicting as it was nutritious. They became dependent on this fruit, including it in whenever they ate, and they grew it by the orchard." He waved his hand and Leanne could see different pictures of stick figures holding spears and what must have been swords and shields fighting off others that bore the same weapons, "A great and vast amount of wars were fought when they inhabited the planet. Millions perished as the humans battled one another, tribes fought tribes, cities battled cities, and countries destroyed countries. They raged for many millennia, both sides claiming to be in the right, that their cause was the most important. They almost destroyed each other completely." Leanne watched as one picture after another was depicted before her, showing her the many battles that were fought by the humans. Although the drawings were rather crude, she could see that the fighting was fierce, as well as many different deaths. Falx waved his hand again, and the pictures disappeared, "When Mumm-Ra's ship, filled with different animals, crashed to the planet, the ship's emissions created a cloud that filled the atmosphere, blocking the sun, and killing the vitam orchards. By the time animals had even discovered humans, they had been so twisted and deformed by starvation that they had become nearly unrecognizable, and could barely speak. The humans died not long after that. I took the form of the last of the humans who lived. Your grandmother had a chance to meet him before he perished."

Leanne looked over his form. Underneath the robe he wore, she could see he was a grotesquely thin, and his complexion was very pale. He did look sickly… Was that how that boy looked before he died?

"So… What about the other humans from my realm?" asked Leanne. Falx shrugged.

"They are not my concern," stated Falx. He gazed upwards into the dark void, and Leanne looked at him confusedly. She waited for an awkward second before deciding to follow his gaze, and when she looked up to see what he was staring at, the place seemed to shake.

"What is that?!" Leanne cried worriedly. Falx remained calm and collected.

"It seems our time together is approaching its end." He said, he turned his attention back to Leanne, "You will not be joining your grandmother in the afterlife. But before we part, I only have these words to offer you." She looked back at him, letting out a yelp as the shaking knocked her off balance and made her fall to the floor. She looked up at Falx, wondering just what he had to say to her before whatever was about to happen was going to happen, "If there's one thing I've learned, it's that you should accept everyone with open arms."

Before Leanne had a chance to question just what it was that he meant, the shaking became more intense, and she couldn't help tightly shutting her eyes out of fear.

* * *

><p>Lion-O's eyes widened as he suddenly saw the Jewel of Omens around her neck start to glow a warm red. It grew brighter and brighter, slowly catching the attention of everyone in the tent. He held up his hand, shielding his eyes from it, squinting to try and see what was happening to Leanne.<p>

Nick's eyes widened as he saw the light coming from inside, suddenly feeling an intense amount of magical power coming from within the tent.

"What's happening?" Kit gasped as she saw the light.

Inside, Panthro and Tygra had released Lion-O, trying to make sure they weren't blinded by the same red glow. Lion-O watched as sparks and lightning danced and tumbled around Leanne's body, traveling over her torso, her arms, her legs, her face, all of it originating from the Jewel of Omens. Soon, they stopped, and the light died down. Leanne still lay on the cot, although some color had returned to her cheeks, the Jewel of Omens still glowing. The light slowly started to fade, but just before it went out completely, one last spark flew out of it, landing over her chest. Leanne's eyes opened and she let out a loud gasp, her body moving up with her huge gulp of breath. She suddenly started coughing violently, bending over the side of the bed as she tried to get her breath back. Lion-O could feel confusion and relief welling up inside him as he ran over to her side, moving his arms around her shoulders as she kept coughing. When she stopped, he immediately embraced her, moving one hand around her back and pressing her body against him, his other hand going up and cradling the back of her neck as she started to calm down.

Leanne looked around, seeing that she was in a tent with Panthro and Tygra and some of the storks and doctors.

Nick burst into the tent, "What happened?" He demanded. His eyes went to his cousin, and he froze.

Leanne realized that she was being held by someone and her hands slowly moved to wrap her arms around their middle, blinking slowly. They smelled like oil and…she wasn't sure what to place it, but the other scent reminded her of the outdoors. Of forests and mountains.

"Lion-O…?"She asked softly, recognizing the feel of his fur under her palms as she moved her hands over him.

"You're awake." He murmured, holding her close. Although she couldn't see it, he was smiling, "You're finally awake."

Leanne nodded slowly, keeping her arms around him. "How long was I out?" She looked up to Panthro and the others as she asked. They were quiet, staring at her for a moment before they managed to snap out of their gaping state.

"Uh…Two days." Panthro said. He let out a small, relieved chuckle, a smile of his own coming onto his face, "You really had us scared, kid."

Leanne smiled back at him, glancing over at Tygra who was smiling in relief. Nick was the same way. Snarf, who she didn't notice was in the tent until that moment, mewled up happily, jumping onto the cot where her legs still rested as Lion-O held her.

The doctors looked completely dumbfounded, starting to go over their medical charts, checking the machines, muttering something she couldn't hear. Cheetara and the kittens came into the tent. They all smiled brightly when they saw that Leanne was awake and okay. Kit and Kat ran over with happy cheers, jumping onto Lion-O's back to join in the hug. The wildcat duo proved to be too much for him,and they fell back onto the ground with a shared cry, Lion-O dragging Leanne off of the cot and on top of him. They hit the ground with an "oof!" The kittens laughed it off, still keeping their arms anchored around Leanne and Lion-O. Their laughter was contagious, and soon everyone in the tent was laughing, their joy and relief for Leanne's wellbeing causing it, and the more they kept on laughing, the more their worries and stress about the situation melted away.

* * *

><p>The rest of the evening was very eventful, with the Berbils informing everyone that they had completed repairs on Avista, converting its power supply to focus on a different source. The engine they had made generated anti-gravity emissions similar to the way the Tech Stone did, although it would require a single day every year to power down, or it would overheat. The Birds promised to do so, and they would set the city afloat in the morning. The officials of the city, including Horace, thanked the Berbils for their help, and offered to give them paying jobs on board the city as mechanics. They declined, saying the work they did was for pleasure, not pay. Nevertheless, they told them they were welcome at any time to visit.<p>

"…As are any other ground dwellers." Horace said, facing the Cats, "While the damage you put on our city was devastating, it was a small price to pay for starting to… understand those who live here. I think we need to get back in touch with our roots." He turned to Lion-O, "We want to thank you for opening our eyes to life here." He turned, facing the Elephants, the Fish Men, and Dogs, "You are all welcome to visit our fair city, should you ever wish to. Our doors are no longer closed." The animals let out a cheer, glad to know that their time making friends with the Birds was well worth it.

Once the announcement was over, the Birds created a small space in the forest at their crash site as a means for communication to anyone who wanted to notify the Avistans so they can give them the means to travelling up into the sky-city.

A tent was set up for Leanne, which was basically the same tent she had been in for the last few days, just with all the medical equipment taken out. It was nice to be rid of the hospital-like smells. Lion-O never left her side the entire time. She walked around, greeting all the friends she and the ThunderCats had made on Third Earth, and saying hello to her cousin. She spent most of her time catching up with him, hearing about everything that's been going on since they last spoke to each other. He hadn't been able to get in contact with her mother, as the phone number she gave them was over ten years old, but he assured her that she was doing all right. It comforted her to know that she was doing okay, although there wasn't a doubt in her mind that her mother could manage without her.

The ThunderCats grouped together, deciding to leave after Avista had safely risen back up into the sky and begin their search for the next stone. They split up afterwards, stocking up on supplies while Leanne went to do a final check-up with the doctors to make sure she was okay, even though the only problems she had was a small soreness that came from the wound on her stomach. As she sat on a small log outside of her tent, the stork doctor examined her, checking her vitals, reflexes and other bodily functions. Nick was nearby the entire time, telling the doctor if what was happening was normal or abnormal, since he was the only human that could give him a second opinion. As the examination came to a close and the doctor said that everything seemed fine, Lion-O approached the two of them, a solemn and serious look on his face.

"Hey." Leanne greeted him.

"Hey." He said softly. The doctor, sensing that this was a moment that they wanted alone, picked up his equipment and walked away. Nick came over to Leanne's side, patting her shoulder, giving her a friendly squeeze.

"I'm gonna pack my things and head out, but I'll say my goodbyes before I leave." He promised. Leanne looked up at him.

"Okay, see you in a bit." She said, patting his hand. He gave it another squeeze before walking away, glancing at Lion-O who bore an unreadable expression.

Lion-O moved in front of Leanne, sitting down on the small boulder that the doctor had been sitting on previously. He rested his arms on his knees, linking his hands together in front of him. He was quiet for a moment, thinking about what he needed to say and Leanne patiently waited, knowing he wouldn't have come over if it wasn't important. He looked up at her, and Leanne saw remorse and regret in his eyes. "I'm sorry." He said.

"For what?" Leanne asked, looking at him curiously.

"For…all of this." He replied, hanging his head, "For not listening to you about Pumyra, for trusting her more than I trusted you, and for getting you hurt. I'm so, _so_ sorry." His voice shook a little, and so did his hands. He never once looked up while he was speaking, too ashamed of his actions to see her face, "I just… I wanted to hang onto the belief that she was one of us— That she was on our side, because she was a Cat." His hands gripped tightly to each other, his body tensing up as he felt tears fall onto his cheeks.

"Lion-O…"Leanne murmured, feeling her heart breaking as she listened to him.

"I just…" He sighed, "I feel like, ever since I've become king, I've made the wrong decisions. I thought that just being lord of the ThunderCats would give me, I don't know, a _kingly_ sense, let me know which decision was right and wrong." He sighed, his body relaxing as his face took on a more wistful expression, "Father always seemed to make the right decisions, I thought it was something about having that power that would give me the insight on being a leader. But… it seems all the decisions I've made have only led to my city being destroyed, Jaga's life being taken, giving a spy the perfect opportunity to find our weak points, and almost killing the girl I care about most."

Leanne reached over, getting off of her seat to kneel in front of Lion-O, putting her hands over his paws and gently squeezing them. He looked up at her and saw a soft smile on her face. "Nobody's perfect, Lion-O. I'm sure your father had his faults and made mistakes when he first became king, and I don't think anyone expected you to be this all-knowing guy that makes the right calls. Besides, you've done so many things in such a short time that I don't think your father could have ever done in his life. What you did up in Avista was one of the bravest things I've ever seen. Not to mention that you managed to bring together the different species of Third Earth, beat Mumm-Ra in hand-to-hand combat multiple times, _died_ and _came back to life_, passed a whole bunch of otherworldly trials, found the lost Tiger tribe, and the Book of Omens and so many other things!" She squeezed his paws again, "I think everything you've done for us since this mission started has _far_ outweighed any blunders you've had in the past."

Lion-O smiled at her and pulled his hands out of her grasp and brought her close to him, hugging her tightly. She winced a little when his hug caused a little pain, but she didn't say anything as she wrapped her self around his neck. He pulled back from her slightly, but his arms remained around her midsection. He gazed into her silvery eyes and she looked back into his bright blue ones. Slowly, he pressed himself closer to her. Their eyes closed as Lion-O's lips met hers in a soft kiss, which she returned happily enough. They kissed for a few moments before releasing each other for air.

Lion-O gave her a boyish grin, and she smiled back at him. "I'd forgotten what that was like." Lion-O said, before leaning forward, pressing another kiss to the corner of her mouth. Leanne giggled a little. Lion-O looked back at her, "Do you…? I mean, if you want to—"

"Yes, I'd like to be with you, too." Leanne said. Lion-O smiled brightly and he held her closely again. She winced again when it pulled at her wound, "That kinda hurts a little…"

"Oh, sorry." He let her go and Leanne smiled at him before pushing herself to stand up, planting a kiss to Lion-O's cheek.

"I'm going to go help Nick pack up his things." Leanne said, patting his shoulder before walking away. Lion-O reached for her hand, hanging onto it for as long as she could before she walked off. She grinned at him, letting her hand hang back in her steps until she was too far away from him. She turned her attention to the front as she went over to where Nick was packing up the last of his supplies. He smiled at her as she came over, saying something Lion-O couldn't hear, but it earned him a punch to the shoulder as Leanne snapped something back, although the smile on her face betrayed any anger she might have been trying to show. Lion-O kept smiling at the sight as he stood up and went to go help Tygra and Panthro gather up some more gear.

* * *

><p>Lucas slowly pulled the hovercraft to a stop, the readings from their radar telling them that a large mass of warm bodies was lying just ten yards away. They turned off the machine and the soldiers got their guns, warming them up in preparation for the battle as Lucas stood behind them his hands out of his pockets.<p>

"We move on my signal." He told the soldiers, who all got into the formation that Sinzer had spoken to them about the other night. Lucas held up his hand, his fingers and eyes glowing a sickly green as two beams shot out, zapping away the consciousness of the two soldiers whose names he didn't care to remember. Sinzer nearly jumped out of his scales as he saw them falling to the ground, his eyes wide as he turned to Lucas, who was giving him a very serious look.

"S-Sir…?"Sinzer questioned his actions, his body shaking his armor as he looked at the General, who still held up his hand.

"I'm only giving you one chance to run." Lucas told him, "Go back home to your family."

"But…sir, the mission…" Sinzer said, pointing to the thicket of trees behind him, knowing that their enemy lay just beyond it, "What about the ThunderCats?"

"I think I'm starting to relate to their side instead of this one." Lucas said, "Sinzer… I don't trust Mumm-Ra. I don't think his plans will create the society you think it will. Mumm-Ra wants us all to be nothing more than mindless servants who will do whatever he says, all in the name of order… I can't accept a world like that, even if it's not mine. So I'm giving you this one chance. Run away. Go back home to your family. Live happily and wait for this war to come to an end." Sinzer stood still in front of him, eyes wide. "I can't sleep at night knowing that I let someone so young die in a war like this. Drop the gun and run."

Sinzer let the weapon fall out of his grasp, his eyes still on Lucas. He froze, as if unsure of what he should do, and then he went to the hovercraft and took off somewhere behind Lucas. He watched as the lizard went deeper and deeper into the woods. Even after he had left his sight, Lucas didn't move until he no longer heard the sound of the hovercraft's engine. Lucas looked over at the soldiers, unsure of what to do with them, but his thoughts were cut short as the ground started to shake and a loud rumbling was heard, as well as a loud chorus of cheers. He felt a strong wind pushing on him and he looked up to see the City of Avista taking off into the sky. It wasn't very long afterwards that another ship took off. This one being much, much smaller, but he recognizes the ThunderCats marking that's been painted on the side. He watched as it flew off, heading eastward. He started walking in that same direction, lifting up his hand, using his magic to create a small, translucent green disc that hovered above the ground. He stepped on it, sticking his hands in his pockets, his talisman glowing as he flew up into the air, following behind the Feliner at a remarkably slower pace, but he was able to keep the ship within his sight.

* * *

><p>Sinzer raced back to the temple as quickly as he could, arriving within the day. The second he returned, he jumped off of the hovercraft, much to the displeasure of some of the soldiers in charge as he never bothered stopping it and the machine rammed against a couple of other crafts. He paid them no mind as he ran through the temple halls, his reptile lungs burning from the breaths he was taking. He went straight to the entrance of Mumm-Ra's lair, pounding on the huge doors.<p>

"M-My Lord…!" He shouted, "Please, let me in! There is something I must tell you!"

"Enter." Mumm-Ra's calm voice rasped from the other side of the doors. Sinzer stood back as they slid open. He looked into the room, seeing that he must have interrupted a meeting between him and the generals. He ran into the room, kneeling down at the table.

"Forgive my intrusion, but there is something you need to know." He said, panting slightly from his run.

"Speak up, soldier." Slithe said, "What is it?"

Sinzer looked up at Mumm-Ra, "General Lucas has turned against us. He left the mission to join the ThunderCats."

Mumm-Ra's frowned, but didn't let his emotions play across his face, unlike his other generals. His red eyes did enough to show his anger at the news, his skinny, clawed hands turning to fists on the table.

"And now the child shows his true colors…" He muttered, waving his hand over the Well of Souls to show Lucas still riding on his translucent disc after the Feliner as the sun started to set behind him. He glared at the young boy's image, his mouth turning to an angered sneer.

* * *

><p><strong>Ta-da! Here it is! I know you all were just on the edge of your seats to find out what happened next. I hope this is good enough for you! I will be doing my best to continue the story with my own little plotline for the next few chapters and, with any luck, we'll be able to see this story to the end! Although, it may take a while... ^_^"<strong>

**Anyway, I want to thank y'all for sticking with me as long as you have, and I want to give a great big THANK YOU to my beta reader Dalebeto Feninski! I couldn't have done this without you!**


	34. I AM STILL ALIVE!

I realize that I haven't updated this story in months, and I am SO, SO SORRY!

I just wanted to let you guys know that the next chapter is in the works, and I'm doing what I can considering that the show has been cancelled. My beta reader is a big help to me with this, and we've worked out something of a plan for what might have been a third season (Although it's inspired by us, not what the guys actually had planned although I might work some elements in there).

Anyway, I just want you guys to know that I'm still alive and things are still working, it's just taking a lot longer than it should have and I'm asking all of you to be patient for a little longer, even though you've been waiting for so long.

Sincerely sorry and humbly yours,

Chibimaker


	35. Lucas Steelworth

34

"One, two, three, four. I declare a thumb war." Kit chanted, watching as her and Leanne's thumbs moved over and under each other with each beat.

"Five, six, seven, eight. Try to keep your thumb straight." Leanne chanted. She kept her thumb straight and Kit's thumb instantly started wiggling towards Leanne's. She smiled as she avoided Kit's little "attacks." Kit let out a squeal as she pushed her paw forward, trying to pin Leanne's thumb under hers and Leanne laughed giddily as she avoided it. However, with Kit's pickpocketing fingers being faster than hers, she soon had Leanne's thumb trapped. "Ack!"

"_Onetwothree_, I win!" Kit cheered. Kat, who had been a spectator to the whole thing, cheered with his sister, giving her a high-five.

"Nicely done, Kit." Leanne praised as their hands separated.

"I call next!" Kat said quickly, eager to join in the new game. Kit smiled and turned to her brother, putting their paws together and started another thumb war, giggling and squealing as they tried to pin down each other's thumbs. Leanne smiled as she watched them play.

"When you said thumb war, I was thinking it would be a much different game." Panthro said, sitting across the way.

"What did you think was going to happen?" Leanne asked with a joking grin, "That I would give them little weapons to use with their thumbs?"

Panthro shrugged, looking away with a small grumble. Leanne couldn't help but laugh to herself a little bit, knowing that must have been what Panthro was expecting. Although, she had to admit, the idea of watching Kit and Kat go at it with some kind of thumb-weapons was a little entertaining, but also a little unnerving since she knew how rough they could get with each other.

"Leanne," She looked up when Lion-O approached her with her Nana's diary in hand, "I found it."

"Thanks." She reached out for it and he sat down beside her, watching her flip through it.

"So, just what's in there? Besides your grandmother's life story." Lion-O asked.

"A few research notes, apparently." Leanne said, "She keeps talking about coming back to see Garflin. To find a way so that time between my world and yours isn't so distorted. If she succeeded, I might be able to use this to my advantage."

"How so?"

"I might be able to come back and visit you guys once I find my way home." Leanne said with a wide smile, looking up at him. "So, even when I go back, I can still come and see everyone." Lion-O smiled.

"Now that's something I can look forward to." He said. Lion-O looked over her shoulder as she flipped through the pages, looking over different rune circles and the notes scribbled beside them. Her grandmother's handwriting was a little difficult to read because it was all so rushed, but it just showed her that she had really thought about this. Leanne looked at the circles, noting the incredible details that went into each of them. With each circle, there was an inner circle, or two, or five, and attached to each circle was a symbol. She recognized one of them as the symbol Delta, another as Omega, and Alpha. Each circle was placed in a different area that seemed almost mathematical in position. If there were four inner circles with four different symbols, they would be placed in a way that reminded her a bit of the markings on a compass. One in the area of North, East, South and West, and if there were more than that, they would go into much more detail. It was a little much for her to take all at once, but she managed to understand parts of it. She didn't know what each symbol represented or what they brought into the circle, but she knew they were important as to how the rune circle was used. She focused intensely at the circles on the pages, going over every bit of them that she could understand, seeing how her grandmother might have found a way to perfect her comings and goings between her home and Third Earth.

Lion-O glanced at the pages, not really able to make heads or tails of any of it. He glanced up at Leanne, seeing how intense her focus was on the pages and he decided not to break her concentration by asking anything about it. He heard a triumphant cry and looked over at the twins, seeing that Kat had beaten his sister in a thumb war and was taunting her about it. She challenged him to a rematch and he accepted, bringing his paw up so they could start again, repeating the chant that Leanne had taught them before. He smiled at their innocent fun, watching as they put their entire arms into the game. Snarf came up to the pair of them, his blue eyes flicking between the twins as their adjoined paws moved back and forth in their battle, letting out cries whenever one of them got close to pinning down their thumb. Eventually, Kat secured Kit's thumb again and he taunted her once more. Kit, obviously annoyed by it, let out a growl and tackled him onto the floor of the Feliner. They kept shouting as they rolled around on the floor in their rough housing. Snarf started yowling after them, trying to make them stop by jumping on top of them, attempting to push them apart by putting his legs in between their bodies, but that just got him stuck in the squabble and he rolled around with them on the floor.

"Hey, what's going on back there?" Tygra called from his place in the pilot's seat, glancing back at them.

"Alright, break it up!" Panthro said, coming over to them and grabbing them by the back collars of their clothes and pulling them apart. They were both giggling from the fight, but they were quiet when they saw Panthro glaring them down. Snarf collapsed tiredly on the floor, letting out relieved pants now that he was released from the battle. "It's all well and good for you two to fight with your thumbs, but it's when you use everything else that's when it's going too far."

"_Aww_, we were just playing!" Kat whined.

"Yeah, it didn't _really_ hurt." Kit said, although her scratches said otherwise.

"Playing or not, you two have to cut it out." He put them down, "When we get on solid ground, then you can rough each other up."

"Fine…" They grumbled. Panthro nodded once and turned around, but once his back was turned Kit turned to punch her brother in the shoulder, and he jabbed her side with his elbow in response.

"A rest on solid ground doesn't sound like a bad idea, actually." Cheetara said, turning to Tygra.

"I think we could all use the chance to stretch our legs." He agreed. "And I think I see a town. We can restock our supplies tomorrow morning after we get a good night's rest." He started to move the plane down towards the ground, the plane tilted with the start of the descent, but it didn't really bother any of the passengers. Leanne could feel the descent of the plane and she closed the book, deciding to go over the notes later, after she's had a chance to stretch her legs and relax a little bit.

* * *

><p>Lucas had been following the Feliner for a long number of hours now. He could see the sun dipping beneath the horizon as the sky turned a dark orange and purple. He was exhausted from expending the use of his magic in order to make sure he could stay on them. He wanted nothing more than to stop flying for just a moment and collapse on a tree branch somewhere and sleep the day away, but he couldn't. He needed to talk to them, to convince them to let him join their team. He needed to apologize to Leanne, and hope that she could be able to forgive him for all that he had done. He couldn't return to Mumm-Ra now, there was no way he could go back after he had incapacitated two of his soldiers. The demon would surely have a battalion ready to attack him if he even so much as glanced back at the temple. The ThunderCats were his last hope to retrieve what he needed before he went home.<p>

He noticed the aircraft was descending and he took in a deep breath of relief. This was his chance to finally take a breath. More importantly, it was his chance to approach them. He knew they wouldn't be happy to see him, so he would have to approach with caution. He couldn't just jump in and say "Hullo! Mind if I join your group?" No, he would have to be careful about this. Knowing all that he had done, they wouldn't come up to him without brandishing their weapons. They would expect a fight, and maybe even start one, but he couldn't let them think that he was going to fight back. He would have to surrender right away. The thought wasn't exactly pleasing, but he wasn't sure what else to do at this point. Besides, each time the ThunderCats ambushed a group of lizards and convinced them to desert the army, no harm had been done to them. He hoped he would get something of the same treatment.

He followed the slowing airship, being very careful to stay under their radar as he flew down into the trees. When his legs touched solid ground for the first time in two days, he almost collapsed from his exhaustion. It was the first time that he hadn't had to produce the ground that held him up in so long. His legs trembled, begging him to kneel down and just rest, but he stayed standing. He may be near the airship, but he was still a ways from the landing site. He would have to walk there. He sighed, reaching up to rub his eye that begged to close before he stood up straight. He took a deep breath and walked slowly forward, following the sound of humming engines before it faded away into the clearing.

* * *

><p>Leanne stretched her arms up high above her head and let out a small grunt. She was glad to be back on solid ground again. She trusted Tygra to keep them afloat in the air, but there was just the stability of the earth beneath her that brought her comfort. Plus there was the fresh air instead of the stuff from the air conditioning systems inside the airship. She looked over at the kittens, who had already started wrestling with each other again. Snarf had been quick to try and stop them, but he just managed to get squeezed between them. Panthro stood off to the side, shaking his head as he walked back to the craft and picked up a few supplies so they could camp for the night. Lion-O was surveying the area, making sure there weren't any signs of dangerous animals that they would be intruding upon if they stayed here. Tygra and Cheetara were helping Panthro to unload the sleeping rolls and a tarp to put over the front entrance of the Feliner, in case it rained.<p>

She saw that the three of them pretty much had the unloading covered and went over to the twins, yanking them apart for a moment to reach between them and pull Snarf out. The little creature mewled, breathing a sigh of relief as Leanne cradled him. The twins didn't pay them any mind as they kept roughhousing each other. Snarf let out an unhappy growl as he saw them fighting and Leanne reached up, petting his head.

"I think it's better if you just let this one go, buddy." She said. "You don't want to get as beaten up as they are." Snarf let out another sigh and remained in her arms. He let out a little purr as she rubbed a certain spot behind his ear and he snuggled into her arms.

She heard the familiar hiss of metal as Lion-O pulled out his sword and she turned around to see him glaring into the woods. "Who's there?" He called out, "Show yourself!" Everyone stopped what they were doing. They stared off into the woods, waiting to see if an enemy was nearby, and a single, solitary form made its way slowly forward, its hands raised up in a sign of surrender. Whoever it was didn't speak a word as they walked. Soon, they came into the light of the clearing and Leanne took a sharp breath through her nose.

Lucas stood in front of Lion-O, only a couple feet away, his hands still raised up in surrender. He looked like death, literally. His pale skin and baggy eyes struck a chilling resemblance to Falx. His gaze was focused on the ground as he shuffled forward. Leanne's guard was immediately up and she held onto Snarf protectively as she looked at him. The twins broke apart and stood up, glaring at him as he made his way into the clearing where they had landed.

Lion-O let out a low rumble, turning his sword to Lucas. "What are you doing here?"

"If you think we're going to let you take Leanne again without a fight…!" Cheetara growled, letting the threat hang in the air as she brought up her staff.

Lucas shook his head and he looked up. Leanne's eyes widened when he saw his eyes. He looked so… depressed. She could see his remorse, which seemed to flow through his entire being. He kept his arms up, and Leanne could see that what she thought was just a small trick of the eyes in Avista was not a trick at all. Lucas had definitely lost weight since she had last seen him. "I'm not here to fight." He said, "I'm not here to take Leanne from you. I'm not here because I was sent to you." He got down on his knees, his arms still raised, the movement shocking everyone, but no one let their guard down just yet. "I'm here because… I can't take it anymore."

"What do you mean?" Tygra questioned.

"I mean, I can't take working for Mumm-Ra." Lucas said, "Ever since I entered that God-forsaken temple of his, something felt wrong. I was just so desperate for his help that I ignored it until it was too late."

"And you just decided to come to us for help instead?" Lion-O scoffed.

"No, I… Well, yes, that _is_ part of my reason." Lucas admitted, he looked over at Leanne, "Another reason I came was to apologize for all the Hell I must have put you through." She didn't say anything to him, and he turned away, not really expecting a response beyond a hurtful comment or two, "And… I came here to surrender. This isn't my war to fight, and it never was to begin with." He looked up at the faces of the ThunderCats, seeing that they were all still on their guard. He saw pure hatred glaring through Lion-O's eyes when he looked at him, "I'm not going to ask for your forgiveness, because I'm pretty sure I don't deserve it, but I am sorry for what I've done."

"So, what, you want us to just make you part of the ThunderCats?" Lion-O snapped, "After everything that you've done under Mumm-Ra's command? After what you did to our friend?"

"I… I don't think I can ask for that, either." Lucas said, he moved his arms forward, holding out his wrists, "I don't care if you make me part of your team, or make me your prisoner, but I swear that everything I've said to you, I've meant it."

"You're lying!" Lion-O snarled.

"Actually, he's not." Leanne said. The ThunderCats all turned to her as she gently put Snarf down on the ground, walking forward, "He really did mean it."

"But after everything he's done?" Lion-O asked as she stood beside him, "You really think there's not a chance that he's lying to us?"

"Lion-O, if he was lying, I'm pretty sure _this_," She pointed the Jewel of Omens, "would have alerted me to it." She looked over at Lucas, who was looking back up at her. She walked forward towards him, and he held out his wrists, his eyes glued to the ground, expecting her to bind them. She reached out and pushed his hands down, kneeling so she could be on his level. He looked up at her, and she could still see that genuine remorse in his eyes. He gulped nervously as he stared up at her, unsure of what to say. "…You really are sorry, aren't you?"

"Yes." He said, "Yes, I'm so incredibly sorry. What I did to you could have killed you, and I—"

"I don't need to know the specifics." Leanne said quickly. She bit down on her lip, thinking for a moment as she stood back up. Her time with Falx started to come back to her, remembering what he had said, _"If there's one thing I've learned, it's that you should accept everyone with open arms."_ Had he foreseen this somehow? She wouldn't be surprised; he was kind of a god of sorts. She turned to Lion-O, "He's telling the truth. I think we should give him a chance."

"What?!"

"Look, I'm not saying we make him part of the team." Leanne said quickly, "But I'm not saying we should take him prisoner either." She reached behind Lucas's head, and he jumped when her fingers went over the back of his neck. She grabbed the string that his talisman rested on and pulled it forward off of his body and held it up. "He can't use his magic without this. I'll hang onto it so we don't have to worry about him trying to kill one of us when our backs are turned, okay?" The others lowered their guards, but Lion-O still glared at him, "If anything happens it will be my responsibility."

"And what if something happens to you?" Lion-O asked.

"Then I can handle it." Leanne said, she went up to him, speaking softly enough so that only he could hear her, "It's okay. What happened with Pumyra isn't going to happen again. I'm certain of it." He didn't look too pleased about the idea, but he nodded his consent. Leanne went back over to Lucas and she almost held out her hand to help him up, but common sense and past experience screamed at her that it was a bad idea. She wanted to show Lucas that she believed what he was telling her, but her mind also said that Lucas's powers could be activated through touch, just like hers was when it had shown itself at random points in her time here. Before she could come to a consensus about the simple action, Lucas pushed himself to stand. He wobbled a little upon doing so, but he managed to keep his legs straight. Leanne looked him over again, and he still looked incredibly exhausted. "Come on, I can get you a sleeping roll to use." He nodded.

"Yes… Thank you." He said quietly, and Leanne turned to lead him towards the Feliner, the other Cats all watching the pair of them go.

Tygra came up behind Lion-O once the two humans were out of sight, "You're really going to let him stay here?" He asked.

"Leanne is the one who wants him here, not me." He said, he turned to face his brother, "If anyone's unhappy about her decision, it's me, but I'm not about to stop her. Leanne says he's not lying, and she seems to trust him," Under his breath, he muttered, "For reasons I don't understand…"

"So he's really her responsibility, then?" Tygra asked, "I don't want that— that _parasite_ anywhere near the airship's controls!"

"I'm sure Leanne will keep him away from all of that." Lion-O said assuredly.

* * *

><p>"This is a pretty nice ship, I bet it handles like a dream." Lucas commented as he looked over the main controls of the Feliner, his hands moving over the handles that acted as the ship's steering wheel.<p>

"I guess." Leanne said with a shrug, "It was sort of a junk piece when we found it. It only took a day to get it up and running again, though."

"It must have been well cared for." Lucas said, stepping away from the controls and moving over to Leanne as she reached up, pulling out a sleeping roll and handing it to him. "Thanks."

"No problem." She watched as Lucas let out a sigh, making his way out of the ship. She walked behind him as they went outside again. The Cats were all conversing with each other, some of them giving Lucas nasty looks, and he moved over to another part of the clearing, away from where everyone else was. Leanne walked with him, sitting down as he laid out the sleeping roll and collapsed down on it, lying on his stomach with a tired sigh. "Can I ask you something, Lucas?"

"Hmm." He grunted, looking up at her.

"Who is Elizabeth, exactly?" She asked, "I've come up with some theories, but…"

Lucas sighed again and he turned over on the sleeping roll so that he would be on his back, "I suppose I should have seen this part coming…" He took a moment, staring up at the darkening sky as Leanne waited for him to speak, "She's my cousin. She's the closest thing I ever had to a sister."

"You don't have any sisters?" Leanne asked. Lucas shook his head.

"No, I'm an only child."

"Huh. So am I."

He closed his eyes, "What exactly did you see in those memories?"

Leanne shrugged, "Like I said, I just saw her when she was really sick. There was one memory where she was in bed and you came to visit her… another one when she was in a wheelchair and you took her out into a garden."

"Oh, God, the garden." Lucas groaned, his hands going up and running through his bleached hair, "I hated that day. It was awful."

"But it looked like you guys were having a little fun." Leanne said softly, "Before she collapsed…"

"Maybe, but I put her in serious danger by taking her out of the house without any protection. And when I encouraged her…" Lucas cut himself off with a sigh, letting his arms fall at his sides. "Redoric, I'd _love_ to continue this conversation, but I'm exhausted… I've been following you guys for hours and I just…" He trailed off and Leanne stood up.

"Sorry." She should have known better than to try and speak to him about anything when he was so tired. She walked away from him quietly as he lay still on the sleeping roll, drifting off. He didn't feel that same sense of foreboding and death out here in the clearing, and although he felt vulnerable without his talisman, he was still able to fall into a deep sleep.

* * *

><p>Leanne and the other Cats were speaking inside the Feliner so as to keep their conversation private from Lucas, not wanting him to overhear anything. Leanne had just gotten through explaining the memories she had seen in her encounters with him, which she had never mentioned before.<p>

"Maybe that's why he needed my power," She said, "He was just trying to help his cousin."

"And that justifies him trying to suck the life out of you?" Lion-O questioned.

"Well… Okay, I'm not going to say that what he did was excusable because of his reason for it." Leanne said, "But… I'm willing to forgive him for it, if he still just wants to help her."

"And what if those memories you saw were just fabricated?" Tygra asked, "An illusion he made using his own magic to prepare for this day?"

"I don't think so." Leanne shook her head, "If that were the case, then I wouldn't have been able to see Panthro's memories."

"_My_ memories?!" He repeated with wide eyes. "I don't remember that at all!"

"It was back when we first met you." Leanne said, "We were talking about Grune and… when I brushed up by you, I got to see some of your memories of him. Back when you two worked together in the Thunderian army."

"Why didn't you tell us you had this ability?" Cheetara asked.

"I didn't realize I had it until I met Lucas." Leanne said. "When I was captured by him, he told me I had no right to search through his memories. I don't know how I have this ability, or why, but I have it. It only seems to work when someone is actually remembering something. I think."

"That's impressive." Cheetara said, "Accessing the memories of others is the same as entering their mind. It's a very powerful magic that very few are able to accomplish."

"Do you think it could be used to our advantage?" Tygra asked.

"It might. It depends on how well she can control it."

"Which is hardly at all." Leanne said, "I really have no clue how to work this stuff."

"Do you think you could teach it to her, Cheetara?" Lion-O asked.

The cleric shook her head, "There's no way I could without the help of someone who's already mastered it. I'm still technically in training myself."

Leanne's eyes widened when something came to her mind, "That's why Lucas should stay!"

"Excuse me?" Lion-O turned to her in confusion.

"Lucas has experience in magic, much more than me." Leanne explained quickly, "He'll be able to help me get better control over what I can and can't do, and maybe he can teach me some more complicated spells. Like, I don't know, spells for healing or-or telekinesis or something." Lion-O's face was set in a deep frown, showing how much he didn't like the idea.

"She makes a good point." Panthro spoke up, "He may be a manipulative, insane, little jerk, but he's a manipulative, insane, little jerk that knows magic from Leanne's world. He could teach her in ways she's more familiar with, and if she's as powerful as he claims she is, it would definitely help."

Lion-O frowned deeply, his disapproval of the entire idea showing, but after a moment of thinking, he nodded. "Fine." Leanne let out a breath of relief, "But I want there to be someone watching him at all times. We can't trust him, and we're still not entirely sure if this is just some plan to help Mumm-Ra."

"_Pretty_ sure he's not lying." Leanne said dryly, pointing to the Jewel of Omens around her neck.

"We can't be too careful with a former enemy." Lion-O said sternly. Leanne didn't say anything in response, knowing that he was right about being cautious. She wasn't entirely comfortable with the idea either, but she was willing to give him that chance.

* * *

><p>"You go wake him up."<p>

"No, how about _you_ go wake him up."

"Are you kidding me? I'm not going near him."

"What about Snarf? He could do it."

"I'm not letting Snarf near him."

"You guys are being ridiculous."

"Then why don't you get him Panthro? Can't you use your extendo-arms or something like that?"

"I-uh, just shined them yesterday, I don't want to get them dirty."

"You never shine your paws, Panthro."

"Sure I do..."

"Whatever. Hey Cheetara, come over here."

"What?"

"Your staff could reach him from here, right?"

"...Yeah. Why?"

"Poke him or something."

"No."

"Oh come on, please? For me? I'll owe you."

"...Fine."

"Love you."

The argument had been going on all morning. Leanne had volunteered to go out with the Kit's for their early morning bathroom run, leaving the rest of the Cats to deal with the still-sleeping Lucas. Lion-O had wanted to leave with a sense of urgency to get to the next stone. The Cats crowded themselves behind Cheetara, her staff poised to poke the back of Lucas's head.

"Careful now. Not too hard" advised Tygra.

The staff was only inches away from Lucas's head and slowly moving forward.

"What are you guys doing?" asked Leanne. A kitten flanked her on each side, both of them trying to hide their giggles at the sight of all their teammates hiding behind Cheetara and her staff.

"Oh, thank the gods you're here." Cheetara said as she pulled her staff back, "Can you go and wake him up?" She pointed to Lucas and Leanne glanced at him, then gave the others an odd look.

"Sure…" She made her way over to him, gently shaking his shoulder, "Lucas, get up. We're moving out."

"Hmm?" He lazily raised his head and Leanne couldn't help but snort in laughter at the sight of his half-awake face. He looked only one side of his face was working. He reached up and rubbed at his eyes.

"Come on, it's morning." She stood back up, holding out her hand to help him up. He smiled up at her, grunting as he stretched his limbs out and Leanne winced a little when she heard a great many pops in his back and arms. "Did you sleep okay?"

"I slept great." Lucas said, stepping back from the sleeping roll. He moved his hand up and waved his fingers in a circle-like motion as he looked down at it. When nothing happened his hand went to his chest and looked for the talisman that wasn't there. "Ah… I forgot." He looked over at Leanne, giving her a sheepish smile. He bent down and started rolling it up, "I'm so used to just having magic available when I want it…"

"You're going to have to go without for a while." Leanne said. She didn't apologize, it was a precaution against him and he knew that.

"I know." Lucas didn't sound that upset about losing his magic. He simply sounded like he was acknowledging it. He picked up the sleeping roll and tucked it under his arm, "Just so I don't look foolish, is there a restroom on your airship?"

"Nope. If you have to go, I suggest you go now. In some bushes over there." She gestured to the forested area behind him.

"You trust me to go alone?" Lucas asked in surprise.

"It's not like you'll be able to do much without this." Leanne said, holding up her wrist where she had wrapped Lucas's talisman around like a bracelet. "Besides, I don't think anyone really wants to see you doing your… business." She reached out and took the sleeping roll from under his arm; "I'll put this back, just go and be quick." Lucas nodded and moved over into the more forested area as she made her way back to the Feliner.

Leanne noticed Lion-O glaring at his back and she smacked his shoulder when she passed by him. "Don't make that face. It's rude."

"_Rude_?" Lion-O turned to her, "You just let our enemy—"

"Former enemy."

"—_Former_ enemy go off by himself, and you're worried about me making rude faces?!"

"He's not going to do anything. He can't, remember?" She held up the hand with Lucas's talisman, waving it in his face. Lion-O pushed her arm down, revealing a frustrated look.

"You don't know that for sure."

"To be fair, neither do you."

"Look, I was willing to give your idea of having Lucas as a teacher a shot, but I don't like giving him this much space." He glared over at where Lucas had disappeared. "Do you really trust him that much?"

"I trust that he's not going to do anything stupid when he takes a bathroom break."

"Leanne, be serious. Your life could be in danger!"

"And yet, here I stand, alive and well!" Leanne replied, "And you're taking this a little too seriously. Nothing is going to happen."

"After everything he's done to you, you really think nothing will happen?"

"After everything, I think he's genuinely sorry for what he did. Why won't you give him a chance? Everyone deserves at least a chance. Isn't that what you said when you started convincing lizards to abandon Mumm-Ra's army?"

"That's different."

"How is it different? They fought for the same guy, they were all afraid of him and what he could do, and because of us they now have the guts to leave. It's the same thing now, only instead of an army, it's one guy and he's staying with us."

"What if you were wrong? What if he's contacting Mumm-Ra now and telling him where we are?"

"I find your lack of faith… disturbing." Lucas's voice came from their side. He was giving her a small, humorous grin, waiting for her reaction. When she recognized the line, she couldn't help but let out a surprised snort of laughter.

"Star Wars? Really? God, you're such a nerd." She asked.

"Guilty on all accounts." Lucas said with a sheepish shrug.

"What wars?" Lion-O asked confusedly, looking between the two of them.

"Nothing, Lion-O. Don't worry about it." Leanne said.

"I didn't know that you'd seen that movie." Lucas said, coming up to Leanne's side.

"Are you kidding? Who hasn't seen those movies?" Leanne said as she walked beside him, heading to the Feliner.

"You don't really seem like someone who would care for it." Lucas stuck his hands in the pockets of his pants as he walked.

"Those movies are legendary. How could I not?"

Lion-O stared at the backs of the two humans as they walked together, discussing something he knew nothing about. He couldn't help but notice how Leanne smiled at him, and he could feel the hand of jealousy reaching out to him in his mind. He shook his head to try and get his mind off of it as he made his way to the Feliner as well.

* * *

><p>"No way! With the way Hamill nails that role, Joker has to be the best."<p>

"I know he does, I never said he didn't. I just think Two-Face has a better motive for doing things than the Joker, thus making him a better villain. The Joker just does things for the hell of it, Two-Face has a reason."

"The Joker does all that stuff to instill chaos! He has to make things go crazy because he thinks the world isn't crazy enough for people to laugh at it."

"That's a stupid reason to commit crime."

"He's crazy, of course his reasons are stupid. But that's the beauty of it!"

"No, it's not!"

Leanne and Lucas had been talking like this for the better part of the Feliner's voyage. No one had any idea what they were talking about. They had started by talking about some kind of war, then someone named Mark Hamill, and then that moved on to a discussion about a joker, and now they were arguing over who made a better villain.

"Did you not see the Dark Knight?"

"Of course I saw the Dark Knight! And if you're going to compare Hamill to Ledger, you know not that's not possible. Mark Hamill is the classic Joker, but Heath Ledger is much darker."

"But the motives are the same!"

"They are not."

"Why does this even matter?" Panthro said, interrupting them. "What are you even talking about?"

"We're talking about Batman." Leanne said.

"What about Bat men?" Lion-O asked.

"No, not Bat men, Bat_man_."

"Who's Batman?"

"He's a fictional super hero from back home."

"If he's fictional, why are you talking about him?" Tygra asked.

"Because he's awesome." Lucas said, as if it were obvious. Leanne nodded in agreement.

"I don't get it…" Kat said.

Leanne looked around at the ThunderCats, seeing the confusion on their faces, and she sighed, "I guess you'd have to be from my world to get it."

"I still say Two-Face makes the better villain." Lucas said, continuing the conversation.

"Shut up, he does not." Leanne said, "The Joker's like the opposite of Batman. His entire thing is doing everything he can to make the Batman like everyone else."

Lucas opened his mouth to argue, but he paused, closing it, and then shrugged, "Okay, I can't argue with you on that part. It is kind of his thing to get on Batman's nerves."

"Oh! This is really random and kinda unrelated, but did you ever go online, and see that one thing someone made where they drew a comic where Batman was on patrol, and he looked in this window and the Joker was wearing women's lingerie and—"

"Oh! Yes, I've seen that!" Lucas said quickly, and they both started laughing.

The other Cats all glanced oddly at the pair, feeling as though they were speaking a completely foreign language that they expected them to understand.

"What's lawn-jer-ay?" Kit asked.

The laughter instantly stopped and the two humans turned to Kit with sheepish grins, Leanne's cheeks were flushed red.

"Um… You'll find out when you're older." Leanne said quickly. Trying to keep her attention off of the subject, she looked over at Tygra, "Hey, are we going to make a stop for supplies anytime soon?"

"I think there's a town just ahead." Tygra said, "I can see a tower in the distance. We'll land there and get a few supplies before we go looking for the next stone."

* * *

><p>"He's <em>not<em> coming with us." Lion-O said sternly, keeping his arms crossed over his chest.

"Oh, for Pete's sake!" Leanne sighed, "I have the talisman thingy right here. He can't use his magic without it. I think it would be good for him to come with us. I don't trust him in Panthro's care."

"I second that." Lucas said, taking a wary step back when Panthro glared at him.

"I can keep an eye on him, Lion-O." Leanne said, "Why can't you trust me with this?"

"I _do_ trust you. It's _him_ I don't trust." Lion-O said, gesturing to Lucas.

"Well then, trust _me_ to trust him to not do anything stupid on a shopping trip." Leanne said, planting her hands on her hips, standing her ground.

"I don't want him anywhere near innocent people." Lion-O said. He would stand his ground as well.

"What do you think he's gonna do? He doesn't have any weapons beyond magic, which I now hold onto!" She waved the arm that held Lucas's talisman back and forth in front of Lion-O's face pointedly, and he pushed her arm down for the second time that day.

Lion-O glanced at Lucas, who was standing behind Leanne, not making any movements. He gave Lion-O a polite smile, trying to come off as friendly, but the Cat only scowled at him. Leanne stepped into his line of view, putting his attention back on her. "Look, it's just a quick trip in and out, then we can start on the next Stone, okay?"

Lion-O sighed, "Fine. He can come with us."

The group started making their way into the small town that lay just on the other side of the thick forest. Leanne hung back with Lucas while Lion-O, Tygra, and Cheetara walked ahead of them.

"So, do you think you can tell me a little about magic while we're out?" Leanne asked, hoping for some tutoring lessons to start, "I'd like to be a little more well-versed in the stuff before we go out and fight evil and whatever."

"Oh, sure. What do you want to know?"

"Everything."

Lucas couldn't help chuckling, "Everything? Aren't you worried about overwhelming yourself?"

Leanne shrugged, "I don't know anything about magic beyond the elemental spells and whatever it is I do when I look at someone's memories."

"Wow. Then you know basically nothing." Lucas said with a frown. "Well, I guess I can help with that. First and foremost, you need a basic understanding of magic. You know that old idea of Chi?"

"Isn't that the thing where there's energy in all living things?"

"Yes, there is energy in you, me, and the world around us. Magic is our way of taking the energy from within us and around us and using that to our advantage…"

Lucas continued to educate Leanne on the basic understandings of magic as they walked closer to the town. They moved past a rotten wooden sign without seeing what it said. It was too dark in the forested world around them to even have noticed it. The angry black writing had faded greatly since its creation, and vines had extended their thin reach over the plane of the wood, almost smothering the message completely.

"MAGIC IS FORBIDDEN IN TAERON, WITCHES KEEP OUT!"

* * *

><p>Leanne was glad to be out of that town. They had only spent an hour or two buying rations and other materials, but it felt like forever. She could see the gossipy stares that the cats of the town had been giving her when they thought she wasn't looking. And it wasn't just her that they had been eyeballing, but also Cheetara, Lion-O, and Lucas. Sometimes the women would usher their children to the other side of the street with hurried caution when they saw them. But the strangest part was the giant crowd in the middle of the market. There had been so much shouting and grumbling that Leanne couldn't hear what it had been about. At that point, they had decided to leave as soon as possible.<p>

Leanne glanced back at Tygra, who seemed to be in a concerned conversation with Cheetara.

"...I know I'm right, there was something off about that town. Don't tell me you didn't see the way they looked at you. It was like they were trying to burn you with their eyes." he said, trying to imitate the town's stare.

Cheetara huffed. "For the last time Tygra, I don't know what you're talking about. They all seemed perfectly normal to me. Now can we talk about something else, please?" she begged.

He scowled, but gave in. "Fine."

Leanne focused her attention to the path ahead of her. She could see the Feliner with its inviting bay door open wide for her, and Panthro with his arms crossed. His face showed surprise mixed with what looked like disappointment.

"Why the long face Panthro?" Leanne called.

"You guys are back early. I thought I'd have at least another two hours of peace and quiet to myself" he grumbled, heading back into the mouth of the hanger. Leanne couldn't help but smile at his old, grumpy manner. The kittens ran out of the ship, excited to see what they had brought back.

"Whadidya get us?" Kit asked, already sticking one of her paws into Cheetara's knapsack. Kat held out his forever bag, waiting for a treat of some sort.

"Sorry guys, nothing this time. They weren't exactly as friendly as we thought." Lion-O said apologetically.

Kat frowned. "But aren't you, you know, _Lord_ of the ThunderCats?"

Lion-O and Leanne looked at each other, both thinking the same thing. How could they have not realized that? Not a single cat in the entire town had even acknowledged them as...anything. Leanne suddenly felt more relieved to be out of that strange town. Come to think of it, she didn't catch its name. Not that it really mattered anymore. She turned to Lion-O.

"To the next stone?" she asked

He grinned at her. "Thundercats ho." he said casually, grabbing her hand and leading her back into the ship.

Once they were inside, they went to where the Book of Omens was waiting on the dashboard of the plane. Lion-O waved his paw over the cover. There was a soft beeping as the book recognized who was trying to activate it, and then it showed the holographic red compass that they were all so familiar with. As it calculated the direction of the next stone, the needle spun around and around.

"Whoa…" Lucas breathed in awe, getting Leanne's attention, "Mumm-Ra talked about this thing… I never thought I'd get to see it in action. I thought it just wrote the locations down."

"Yeah, it's not that easy." Leanne said, "The inside of the book is actually a lot more complicated than that, but for now, we just use it to tell us which stone is where."

After a moment more of calculating, the needle of the red compass pointed directly downwards, and the group couldn't help but groan.

"Are you kidding me? First the thing tells us the Tech Stone is up, and _now_ it's telling us that the next stone is down?" Tygra groaned in exasperation.

"Okay, there has to be a reason for it." Leanne said quickly, "Remember that it was right before, because the Tech Stone was in Avista, which was in the freaking sky. Maybe this time it's underground or something."

"If that's the case, we should ditch the plane for a drill." Tygra grumbled as he sat in the pilot's chair.

"No, we need to think about this." Lion-O said, "If it was just as simple as digging underground, we wouldn't had to have gone through all that we did in Avista. The book is cryptic, we just need to find another solution."

"Solution…" Lucas mumbled, thinking about something. Leanne looked over at him curiously.

"What is it?" Leanne asked.

"Well, think about all the places the stones have been found," Lucas said, getting everyone's attention, "The Spirit Stone was located in that elephant village place, which was on earth. The Tech Stone was located in Avista, which is way up in the clouds. Don't you think it would make sense if the next stone was in the ocean? That would be why the book is pointing down—because the stone is below sea-level. Maybe there's a city underwater or something."

The others all stared at the blond in surprise.

"That actually makes more sense." Lion-O said, "But I've never heard of a city on the ocean."

"What about the Fish men?" Kat piped up, "They have a city in their oasis, and it's underwater."

"But they don't have the stone." Tygra said, "I'm pretty sure we would have noticed something as powerful as that if we were on board their ship."

"Then maybe it _is_ in the ocean." Leanne said. She turned to Lucas, holding out her fist with a smile, "Good thinking, dude." Lucas smiled and brought his fist up to knock against Leanne's. The gesture, although unfamiliar to the ThunderCats, wasn't seen as strange. It would have been the same if they had shaken hands.

"I don't think we should jump onto the idea of going to the ocean so quickly." Lion-O said, "The Feliner can only take us through the air, not under the water."

"And if we tried to modify it for underwater travel, it could take months, maybe years." Panthro said.

"So, we won't modify it." Leanne said, "We'll find another way. I'm betting that if the stone is in an underwater city, there's an easy way to get down there, even if you don't have gills."

"I seriously doubt it." Tygra scoffed.

"Well, it's worth a shot, isn't it? Where's the nearest ocean?" Leanne turned to Tygra.

"Let me check." The Cat turned around to the dash of the Feliner, punching a few buttons here and there to pull up a map of the landscape around them within a roughly two-mile radius. These were controls and gizmos that Tygra had requested the Berbils install after the fall of Avista. He thought it wouldn't hurt to just poke around and see what was available to them, and the Berbils managed to find a system that was able to show what was around them within a certain distance. The Feliner was marked by a small red dot that blinked among the green terrain that was the forest they were currently in. With a few more buttons, Tygra extended the radius from two miles to one thousand. It didn't take much to show that there was a huge blue mass just at the edge of what they could see. "It's a good few hundred miles west of here, it might take us a day or so to get there. If you're wrong, though, that's all time wasted on a fruitless journey and we're that much further from the next stone."

Leanne turned to Lion-O, "We have to at least try. Lucas's theory is a good one, you know it."

Lion-O sighed, crossing his arms, "And if he's putting us on a wild goose chase?"

"Then I'll take responsibility for it." Leanne said, "It's either we try the ocean, or we start turning this plane into a drill."

Lion-O turned to his brother, who waited to hear his orders, standing by the dash. "Put us on course for the ocean, Tygra."

Tygra didn't look very happy about it, but he did as Lion-O requested and started up the plane's engines while the others prepared for departure. Lucas did his best to help where the Cats would let him, still testing the waters with the others. He didn't go anywhere near Lion-O, though. It was obvious he wasn't going to warm up to him, if his death glare towards the boy was any sign of that. Once the plane had taken off, Lucas took a seat beside Leanne. She gave him a smile, and he tentatively returned it.

"They'll warm up to you soon." Leanne assured him, keeping her voice quiet so the others wouldn't hear.

"I hope so…" Lucas sighed. He leaned back, looking out the window of the Feliner as they took off into the sky, heading to the next stone.

* * *

><p><strong>Ta-da! Looks like you guys didn't have to wait long after all! I hope you all enjoyed it! <strong>


	36. Author's Note

**Yeah, sorry guys. This isn't an update.**

**My beta brought up that we're starting to approach the anniversary of the last update (or start of the hiatus) and I just wanted to let you guys know what's happening.**

**For starters, I AM NOT GIVING UP ON THIS STORY. To be honest, you guys are my biggest fanbase, and I'm terrified of what you would do if I stopped. **

**Honestly, college is a big thing right now. And since I've decided to take a bunch of writing classes this semester, a lot of my creative juices have been going towards that. I've done some work on the next chapter, but only a few pages. Not enough for an actual update. **

**I'll work on it when I can. In the meantime, you can check out the original stuff I've worked on at .**

**My username there is chibimaker21.**

**Again, sorry about the lack of update. **


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